Common use of Environmental and Other Laws Clause in Contracts

Environmental and Other Laws. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to result in liability under, any Environmental Law; (ii) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (iii) Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could reasonably be expected to result in liability under, any Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (iv) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Borrower, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (v) there has been no Release or to the knowledge of Borrower threat of Release of Hazardous Materials at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to result in liability under Environmental Laws; (vi) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (vii) no Group Member has assumed any liability of any other Person under Environmental Laws.

Environmental and Other Laws. Except as, in the aggregate, as could not reasonably be expected to have a Material Adverse Effect (or with respect to (iii), (iv) and (v) below, where the failure to take such actions would not have a Material Adverse Effect:): (i) Neither any property of any Related Person or any Subsidiary nor the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to result in liability under, operations conducted thereon violate any Environmental LawLaws; (ii) Without limitation of clause (i) above, no Group Member has received or is aware property of any notice Related Person or any Subsidiary nor the operations currently conducted thereon or, to the best knowledge of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated Related Persons, by any Group Member (the “Business”)prior owner or operator of such property or operation, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (iii) Hazardous Materials have not been transported or disposed of from the Properties are in violation ofof or subject to any existing, or in a manner or to a location that could reasonably be expected to result in liability under, any Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (iv) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of BorrowerRelated Person’s knowledge, threatenedthreatened action, under suit, investigation, inquiry or proceeding by or before any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (v) there has been no Release Governmental Authority or to the knowledge of Borrower threat of Release of Hazardous Materials at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to result in liability remedial obligations under Environmental Laws; (viiii) All notices, permits, licenses or similar authorizations, if any, required pursuant to Environmental Laws to be obtained or filed in connection with the Properties operation or use of the property of any Related Persons and each Subsidiary have been duly obtained or filed, and the Related Persons and each Subsidiary are in compliance with the terms and conditions of all operations such notices, permits, licenses and similar authorizations; (iv) All Hazardous Materials, solid waste, and oil and gas exploration and production wastes, if any, generated at the Properties are in compliance, and property of any Related Person or any Subsidiary have in the last five years past been transported, treated and disposed of in complianceaccordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the best knowledge of each Related Person, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with all applicable Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or, to each Related Person’s knowledge, threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; (v) Each of the Related Persons has taken all steps reasonably necessary to determine, and has determined, that no Hazardous Materials, solid waste, or oil and gas exploration and production wastes, have been disposed of or otherwise released and there is has been no contamination at, under or about the Properties or violation threatened release of any Hazardous Materials on or to any property of the Related Persons or any Subsidiary except, in each case, in compliance with Environmental Law with respect Laws and so as not to the Properties pose an imminent and substantial endangerment to public health or welfare or the Businessenvironment; and (viivi) no Group Member No Related Person or Subsidiary has assumed any known contingent liability in connection with any release or threatened release of any other Person under Environmental Lawsoil, Hazardous Materials or solid waste into the environment.

Environmental and Other Laws. Except asThe Borrower and its Subsidiaries are conducting their businesses in compliance with all applicable Laws, including Environmental Laws, and have, and are in compliance with, all licenses and permits required under any such Laws except as would not, individually or in the aggregate, have a Material Adverse Effect. The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that, except as disclosed in the Annual Report of the Borrower on Form 10-K as of December 31, 2012 filed with the Securities and Exchange Commission, or on Schedule 5.12, such Environmental Laws and claims could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) the facilities and properties owned. Neither Borrower, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to result in liability under, any Environmental Law; (ii) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to nor any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (iii) Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could reasonably be expected to result in liability under, any Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (iv) no judicial proceeding or governmental or administrative action is pending orits Subsidiaries nor, to the knowledge of Borrower, threatenednone of its Affiliates and none of the respective officers, under directors or agents of Borrower, such Subsidiaries or such Affiliates (i) has violated or is in violation of Anti-Terrorism Laws, (ii) has engaged or engages in any Environmental Law transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of offenses designated in the “Forty Recommendations” and “Nine Special Recommendations” published by the Organisation for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering, (iii) is an Embargoed Person, (iv) conducts any business or engages in making or receiving any contribution of funds, goods or services to which or for the benefit of any Group Member is or will be named as a party with respect to the Properties or the BusinessEmbargoed Person, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (v) there has been no Release or to the knowledge of Borrower threat of Release of Hazardous Materials at or from the Propertiesdeals in, or arising from otherwise engages in any transaction related to, any property or related interests in property blocked pursuant to the operations of any Group Member in connection with the Properties Anti-Terrorism Law or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to result in liability under Environmental Laws; (vi) engages in or conspires to engage in any transaction that evades or avoids, or has the Properties and all operations at purpose of evading or avoiding, or attempts to violate, any of the Properties are prohibitions set forth in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (vii) no Group Member has assumed any liability of any other Person under Environmental LawsAnti-Terrorism Law.

Environmental and Other Laws. Except as, in the aggregate, as could not reasonably be ---------------------------- expected to have a Material Adverse Effect (or with respect to (iii), (iv) and (v) below, where the failure to take such actions would not have a Material Adverse Effect:): (i) Neither any property of any Related Person or any Subsidiary nor the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to result in liability under, operations conducted thereon violate any Environmental LawLaws; (ii) Without limitation of clause (i) above, no Group Member has received or is aware property of any notice Related Person or any Subsidiary nor the operations currently conducted thereon or, to the best knowledge of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated Related Persons, by any Group Member (the “Business”)prior owner or operator of such property or operation, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (iii) Hazardous Materials have not been transported or disposed of from the Properties are in violation ofof or subject to any existing, or in a manner or to a location that could reasonably be expected to result in liability under, any Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (iv) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of BorrowerRelated Person's knowledge, threatenedthreatened action, under suit, investigation, inquiry or proceeding by or before any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (v) there has been no Release Governmental Authority or to the knowledge of Borrower threat of Release of Hazardous Materials at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to result in liability remedial obligations under Environmental Laws; (viiii) All notices, permits, licenses or similar authorizations, if any, required pursuant to Environmental Laws to be obtained or filed in connection with the Properties operation or use of the property of any Related Persons and each Subsidiary have been duly obtained or filed, and the Related Persons and each Subsidiary are in compliance with the terms and conditions of all operations such notices, permits, licenses and similar authorizations; (iv) All Hazardous Materials, solid waste, and oil and gas exploration and production wastes, if any, generated at the Properties are in compliance, and property of any Related Person or any Subsidiary have in the last five years past been transported, treated and disposed of in complianceaccordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the best knowledge of each Related Person, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with all applicable Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or, to each Related Person's knowledge, threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; (v) Each of the Related Persons has taken all steps reasonably necessary to determine, and has determined, that no Hazardous Materials, solid waste, or oil and gas exploration and production wastes, have been disposed of or otherwise released and there is has been no contamination at, under or about the Properties or violation threatened release of any Hazardous Materials on or to any property of the Related Persons or any Subsidiary except, in each case, in compliance with Environmental Law with respect Laws and so as not to the Properties pose an imminent and substantial endangerment to public health or welfare or the Businessenvironment; and (viivi) no Group Member No Related Person or Subsidiary has assumed any known contingent liability in connection with any release or threatened release of any other Person under Environmental Lawsoil, Hazardous Materials or solid waste into the environment.

Environmental and Other Laws. Except as, in where the aggregate, failure of any of the following to be true could not reasonably be expected to result in Environmental Liabilities, individually or in the aggregate, in excess of $5,000,000, and except as disclosed in Section 5.11 of the Disclosure Schedule: (a) Restricted Persons are and have been during the applicable statute of limitations conducting their businesses and owning and operating their properties in compliance with all applicable Laws, including Environmental Laws, and have, are in compliance with all Permits necessary under applicable Laws for the operation of their business and all such Permits are in full force and effect; (b) none of the operations or properties of any Restricted Person is the subject of federal, state or local investigation evaluating whether any remedial action is needed to respond to a Release or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous Materials; (c) there are no facts, circumstances or conditions at any of the Oil and Gas Properties that are likely to give rise to any costs or liability under Environmental Laws; (d) no Restricted Person has transported or arranged for the transportation of any Hazardous Material Adverse Effect: to any location which is (i) listed on the facilities National Priorities List under the Comprehensive Environmental Response, Compensation and properties ownedLiability Act of 1980, leased or operated as amended, listed for possible inclusion on such National Priorities List by any Group Member (the “Properties”) do not containEnvironmental Protection Agency in its Comprehensive Environmental Response, Compensation and have not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation ofLiability Information System List, or could reasonably be expected to result in liability under, listed on any Environmental Law; similar state list or (ii) no Group Member the subject of federal, state or local enforcement actions or other investigations which may lead to claims against any Restricted Person for clean-up costs, remedial work, damages to natural resources or for personal injury claims (whether under Environmental Laws or otherwise); (e) none of the Restricted Persons has received written notice or is aware has knowledge of (i) any notice of violation, alleged violationclaim, non-complianceinvestigation, liability or potential liability regarding environmental matters or compliance with inquiry under Environmental Laws with regard to or regarding any of the Properties or the business operated by any Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (iii) Hazardous Materials have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could reasonably be expected to result in any liability under, any Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under Laws at any of the Oil and Gas Properties in violation of, or in a manner (ii) the revocation or potential revocation of any Permit required under applicable Laws or that could give rise to liability under, any applicable Environmental Law; (iv) no judicial proceeding application for any new Permit or governmental or administrative action is pending or, to the knowledge renew of Borrower, threatened, under any Environmental Law to which any Group Member is or existing Permit will be named as a party with respect to the Properties protested or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; denied; (vf) there has been no Release or or, to the knowledge of Borrower threat of any Restricted Person’s knowledge, threatened Release of Hazardous Materials at at, on, under or from any property owned or operated by a Restricted Person and (g) the PropertiesRestricted Persons have provided to Lenders complete and correct copies of all environmental site assessment reports, investigation, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or arising from or liability under Environmental Laws) related to the operations and property of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to result in liability under Environmental Laws; (vi) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (vii) no Group Member has assumed any liability of any other Person under Environmental LawsRestricted Persons.

Environmental and Other Laws. Except as, in the aggregate, as could not reasonably be expected to have a Material Adverse Effect (or with respect to (iii), (iv) and (v) below, where the failure to take such actions would not have a Material Adverse Effect:): (i) Neither any property of any Related Person or any Guarantor nor the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to result in liability under, operations conducted thereon violate any Environmental LawLaws; (ii) Without limitation of clause (i) above, no Group Member has received or is aware property of any notice Related Person or any Guarantor nor the operations currently conducted thereon or, to the best knowledge of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties Related Persons or the business operated Guarantors, by any Group Member (the “Business”)prior owner or operator of such property or operation, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (iii) Hazardous Materials have not been transported or disposed of from the Properties are in violation ofof or subject to any existing, or in a manner or to a location that could reasonably be expected to result in liability under, any Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (iv) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Borrowerthe Related Person or Guarantor, threatenedthreatened action, under suit, investigation, inquiry or proceeding by or before any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (v) there has been no Release Governmental Authority or to the knowledge of Borrower threat of Release of Hazardous Materials at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to result in liability remedial obligations under Environmental Laws; (viiii) All notices, permits, licenses or similar authorizations, if any, required pursuant to Environmental Laws to be obtained or filed in connection with the Properties operation or use of the property of any Related Persons or any Guarantor have been duly obtained or filed, and the Related Persons and Guarantors are in compliance with the terms and conditions of all operations such notices, permits, licenses and similar authorizations; (iv) All Hazardous Materials, solid waste, and oil and gas exploration and production wastes, if any, generated at the Properties are in compliance, and property of any Related Person or any Guarantor have in the last five years past been transported, treated and disposed of in complianceaccordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the best knowledge of each Related Person and each Guarantor, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with all applicable Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or, to the knowledge of each Related Person and each Guarantor, threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; (v) Each of the Related Persons and each Guarantor has taken all steps reasonably necessary to determine, and has determined, that no Hazardous Materials, solid waste, or oil and gas exploration and production wastes, have been disposed of or otherwise released and there is has been no contamination at, under or about the Properties or violation threatened release of any Hazardous Materials on or to any property of the Related Persons or any Guarantor except, in each case, in compliance with Environmental Law with respect Laws and so as not to the Properties pose an imminent and substantial endangerment to public health or welfare or the Businessenvironment; and (viivi) No Related Person and no Group Member Guarantor has assumed any known contingent liability in connection with any release or threatened release of any other Person under Environmental Lawsoil, Hazardous Materials or solid waste into the environment.” (u) Section 5.1(q) is hereby amended and restated in its entirety as follows:

Environmental and Other Laws. Except asas would not have a Material ---------------------------- Adverse Effect (or with respect to (iii), in (iv) and (v) below, where the aggregate, could failure to take such actions would not reasonably be expected to have a Material Adverse Effect:): (i) Neither any property of any Related Person or any Subsidiary nor the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to result in liability under, operations conducted thereon violate any Environmental LawLaws; (ii) Without limitation of clause (a) above, no Group Member has received or is aware property of any notice Related Person or any Subsidiary nor the operations currently conducted thereon or, to the best knowledge of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated Related Persons, by any Group Member (the “Business”)prior owner or operator of such property or operation, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (iii) Hazardous Materials have not been transported or disposed of from the Properties are in violation ofof or subject to any existing, or in a manner or to a location that could reasonably be expected to result in liability under, any Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (iv) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of BorrowerRelated Person's knowledge, threatenedthreatened action, under suit, investigation, inquiry or proceeding by or before any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (v) there has been no Release Governmental Authority or to the knowledge of Borrower threat of Release of Hazardous Materials at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to result in liability remedial obligations under Environmental Laws; (viiii) All notices, permits, licenses or similar authorizations, if any, required pursuant to Environmental Laws to be obtained or filed in connection with the Properties operation or use of the property of any Related Persons and each Subsidiary have been duly obtained or filed, and the Related Persons and each Subsidiary are in compliance with the terms and conditions of all operations such notices, permits, licenses and similar authorizations; (iv) All Hazardous Materials, solid waste, and oil and gas exploration and production wastes, if any, generated at the Properties are in compliance, and property of any Related Person or any Subsidiary have in the last five years past been transported, treated and disposed of in complianceaccordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the best knowledge of each Related Person, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with all applicable Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or, to each Related Person's knowledge, threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; (v) The Related Persons have taken all steps reasonably necessary to determine and have determined that no Hazardous Materials, solid waste, or oil and gas exploration and production wastes, have been disposed of or otherwise released and there is has been no contamination at, under or about the Properties or violation threatened release of any Hazardous Materials on or to any property of the Related Persons or any Subsidiary except, in each case, in compliance with Environmental Law with respect Laws and so as not to the Properties pose an imminent and substantial endangerment to public health or welfare or the Businessenvironment; and (viivi) no Group Member None of the Related Persons nor any Subsidiary has assumed any known contingent liability in connection with any release or threatened release of any other Person under Environmental Lawsoil, Hazardous Materials or solid waste into the environment.

Environmental and Other Laws. Except asas would not have a Material Adverse Effect (or with respect to (iii), in (iv) and (v) below, where the aggregate, could failure to take such actions would not reasonably be expected to have a Material Adverse Effect:): (i) Neither any property of any Related Person or any Subsidiary nor the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain, and have not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be expected to result in liability under, operations conducted thereon violate any Environmental LawLaws; (ii) Without limitation of clause (a) above, no Group Member has received or is aware property of any notice Related Person or any Subsidiary nor the operations currently conducted thereon or, to the best knowledge of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated Related Persons, by any Group Member (the “Business”)prior owner or operator of such property or operation, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (iii) Hazardous Materials have not been transported or disposed of from the Properties are in violation ofof or subject to any existing, or in a manner or to a location that could reasonably be expected to result in liability under, any Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (iv) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of BorrowerRelated Person's knowledge, threatenedthreatened action, under suit, investigation, inquiry or proceeding by or before any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (v) there has been no Release Governmental Authority or to the knowledge of Borrower threat of Release of Hazardous Materials at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to result in liability remedial obligations under Environmental Laws; (viiii) All notices, permits, licenses or similar authorizations, if any, required pursuant to Environmental Laws to be obtained or filed in connection with the Properties operation or use of the property of any Related Persons and each Subsidiary have been duly obtained or filed, and the Related Persons and each Subsidiary are in compliance with the terms and conditions of all operations such notices, permits, licenses and similar authorizations; (iv) All Hazardous Materials, solid waste, and oil and gas exploration and production wastes, if any, generated at the Properties are in compliance, and property of any Related Person or any Subsidiary have in the last five years past been transported, treated and disposed of in complianceaccordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the best knowledge of each Related Person, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with all applicable Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or, to each Related Person's knowledge, threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; (v) The Related Persons have taken all steps reasonably necessary to determine and have determined that no Hazardous Materials, solid waste, or oil and gas exploration and production wastes, have been disposed of or otherwise released and there is has been no contamination at, under or about the Properties or violation threatened release of any Hazardous Materials on or to any property of the Related Persons or any Subsidiary except, in each case, in compliance with Environmental Law with respect Laws and so as not to the Properties pose an imminent and substantial endangerment to public health or welfare or the Businessenvironment; and (viivi) no Group Member None of the Related Persons nor any Subsidiary has assumed any known contingent liability in connection with any release or threatened release of any other Person under Environmental Lawsoil, Hazardous Materials or solid waste into the environment.