Common use of Environmental Matters; Environmental Reviews Clause in Contracts

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental mattersmatters (except as could not reasonably be expected to result in a Material Adverse Change), and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations (except as could not reasonably be expected to result in a Material Adverse Change) and will maintain such authorizations in full force and effecteffect (except as could not reasonably be expected to result in a Material Adverse Change). No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If circumstances (except as could not reasonably be expected to result in a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditMaterial Adverse Change). (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority governmental authority with respect to any alleged violation of or non-compliance with any Environmental Laws or with respect to any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business, in each case, that could reasonably be expected to result in a Material Adverse Change. (c) Borrower will promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other written notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any locationlocation that could reasonably be expected to have a Material Adverse Change.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply (i) Comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall (ii) obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations under applicable Environmental Laws necessary for its then current operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything , (iii) conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or permit anything other action necessary to be done which will subject remove and clean up Hazardous Materials at or from any of its properties to any remedial obligations underproperties, or result as may be required by, and in noncompliance accordance with applicable permits and licenses issued underthe requirements of, any applicable Environmental Laws. Promptly pay and discharge when due all debts, assuming disclosure claims, liabilities and obligations with respect to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time clean-up or remediation measures necessary to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practicescomply with Environmental Laws unless, in each case from an engineering or consulting firm approved case, the same are being contested in good faith by Administrative Agent; provided appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditapplicable Person. (b) Borrower will promptly Promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted such Person, or of which Borrower otherwise it has notice, pending or threatened against any Restricted Person such Person, the potential liability of which exceeds $5,000,000 or could reasonably be expected to have a Material Adverse Effect if resolved adversely against such Person, by any Governmental Authority with respect to any alleged violation of or non-compliance with any applicable Environmental Laws or any permits, licenses or authorizations required under applicable Environmental Laws in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business. (c) Borrower will promptly Promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other written notifications, received by Borrower such Person in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material arising from its operations at any location, the potential liability of which exceeds $5,000,000 or could reasonably be expected to have a Material Adverse Effect if resolved adversely against such Person.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effecteffect so as not to cause a Material Adverse Change. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations obligations, which could reasonably be expected to cause a Material Adverse Change, under, or result in noncompliance noncompliance, which could reasonably be expected to cause a Material Adverse Change, with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative AgentUpon Lender’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditLender. (b) Borrower will promptly furnish to Administrative Agent Lender copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings which could reasonably be expected to cause a Material Adverse Change and are received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations that could reasonably be expected to cause a Material Adverse Change and arise in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) Borrower will promptly furnish to Administrative Agent Lender all requests for information, notices of claim, demand letters, and other notifications, received by Borrower that could reasonably be expected to cause a Material Adverse Change and are in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply (i) Comply in all material respects with all Environmental Laws and implement procedures to ensure such compliance with all Environmental Laws now or hereafter applicable to such Restricted Person, Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall except where the failure to do so would not reasonably be expected to result in Environmental Liabilities exceeding $5,000,000, (ii) obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety material permits, licenses and other authorizations under applicable Environmental Laws necessary for its then current operations and will maintain such authorizations in full force and effect. No Restricted Person will , except where the failure to do anything so would not reasonably be expected to result in Environmental Liabilities exceeding $5,000,000, (iii) conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or permit anything other action necessary to be done which will subject remove and clean up all Hazardous Materials at or from any of its properties to any remedial obligations underproperties, or result as may be required by, and in noncompliance accordance with applicable permits and licenses issued underthe requirements of, any applicable Environmental Laws, assuming disclosure except where the failure to the applicable governmental authorities of do so would not reasonably be expected to result in Environmental Liabilities exceeding $5,000,000. Promptly pay and discharge when due all relevant factsdebts, conditions claims, liabilities and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at obligations with respect to any time and from time clean-up or remediation measures necessary to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practicescomply with Environmental Laws except, in each case from an engineering case, where the failure to do so would not reasonably be expected to result in Environmental Liabilities exceeding $5,000,000, or consulting firm approved the same are being contested in good faith by Administrative Agent; provided appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditapplicable Person. (bi) Borrower will promptly Promptly furnish to the Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted such Person, or of which Borrower otherwise it has written notice, pending or threatened against any Restricted Person such Person, the potential liability of which could reasonably be expected to result in Environmental Liabilities exceeding $5,000,000 if resolved adversely against such Person, by any Governmental Authority with respect to any alleged violation of or non-compliance with any applicable Environmental Laws or any permits, licenses or authorizations required under applicable Environmental Laws in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business, and (ii) promptly cure and have dismissed with prejudice to the reasonable satisfaction of the Administrative Agent and the Lenders any material actions and proceedings relating to compliance with Environmental Laws to which Borrower or a Subsidiary is named a party, except where the failure to do so would not reasonably be expected to result in Environmental Liabilities exceeding $5,000,000, other than such actions or proceedings being contested in good faith and with the establishment of reasonable reserves. (c) Borrower will promptly Promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other written notifications, received by Borrower such Person in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material arising from its operations at any location, the potential liability of which could reasonably be expected to result in Environmental Liabilities exceeding $5,000,000 if resolved adversely against such Person. (d) To the extent necessary to comply in all material respects with Environmental Laws, remediate or monitor contamination arising from a Release, disposal or reclamation of Hazardous Material, which solely, or together with other Releases, disposals or reclamations of Hazardous Materials could reasonably be expected to result in Environmental Liabilities exceeding $5,000,000. (e) Provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 6.15.

Environmental Matters; Environmental Reviews. (a) Each Except in each case where failure to do so could not reasonably be expected to cause a Material Adverse Change, each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Except in each case where failure to do so could not reasonably be expected to cause a Material Adverse Change, no Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by reasonably acceptable to Administrative Agent; provided in the case of Oil . Administrative Agent and Gas Properties for which no Restricted Person is the operator, Borrower Lenders will use commercially reasonable their best efforts to provide protect any attorney client privilege that exists with respect to reports or audits prepared by such inspection and auditengineers or consultants. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, in each case which involves a claim or liability in excess of $10,000,000.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply Comply in all material respects with all Environmental Laws now or hereafter applicable to the Borrower or such Restricted Person, Subsidiary as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, matters and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything , conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or permit anything other action necessary to be done which will subject remove and clean up all Hazardous Materials from any of its properties properties, in accordance with the requirements of all Environmental Laws. The Borrower and each Restricted Subsidiary will promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any remedial obligations under, clean-up or result in noncompliance remediation measures necessary to comply with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practicesLaws unless, in each case from an engineering case, the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no such Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditSubsidiary. (b) Borrower will promptly Promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by the Borrower or any Restricted PersonSubsidiary, or of which Borrower otherwise it has notice, pending or threatened against the Borrower or any Restricted Person Subsidiary, the potential liability of which exceeds $500,000 or would have a Material Adverse Effect if resolved adversely against the Borrower or any Restricted Subsidiary, by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business. (c) Borrower will promptly Promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by the Borrower or any Restricted Subsidiary in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, the potential liability of which exceeds $500,000 or would have a Material Adverse Effect if resolved adversely against the Borrower or any Restricted Subsidiary.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, Person and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) The Restricted Persons will not dispose of, Release, treat, store, use, recycle or generate or transport Hazardous Material or permit same to occur on their properties other than in the regular course of business in compliance with Environmental Laws in all material respects. (c) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted PersonBorrower, or of which Borrower otherwise it has notice, pending or threatened against any Restricted Person Borrower, by any Governmental Authority governmental authority or any other Person with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business, as well as reasonably detailed files concerning any material Release or existence involving a Hazardous Material; and Borrower shall conduct and complete any investigation, sampling, monitoring and testing and undertake any action required under Environmental Laws with due diligence and in compliance therewith in all material respects. (cd) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, involving an Environmental Claim in excess of $500,000 received by Borrower in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location. (e) Concurrent with the furnishing of financial statements pursuant to Section 6.2(a), Borrower will furnish to Agent a reasonably detailed written description of all material environmental claims and violation of Environmental Laws.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person Loan Party will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted PersonLoan Party, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses Permits and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person Loan Party will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses Permits issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s 's reasonable request, at any time and from time to time(but not in excess of one inspection conducted at Borrower's expense hereunder during any 18 consecutive month period), Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ Loan Parties' material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted PersonLoan Party, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person Loan Party by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses Permits or other authorizations in connection with any Restricted Person’s Loan Party's ownership or use of its properties or the operation of its businessbusiness that might result in a Loan Party being liable for $50,000 or more. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s Loan Party's ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any locationlocation that might result in a Loan Party being liable for $50,000 or more.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply (i) Comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall (ii) obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety material permits, licenses and other authorizations under applicable Environmental Laws necessary for its then current operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything , (iii) conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or permit anything other action necessary to be done which will subject remove and clean up all Hazardous Materials at or from any of its properties to any remedial obligations underproperties, or result as may be required by, and in noncompliance accordance with applicable permits and licenses issued underthe requirements of, any applicable Environmental Laws. Promptly pay and discharge when due all debts, assuming disclosure claims, liabilities and obligations with respect to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time clean-up or remediation measures necessary to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practicescomply with Environmental Laws unless, in each case from an engineering or consulting firm approved case, the same are being contested in good faith by Administrative Agent; provided appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditapplicable Person. (bi) Borrower will promptly Promptly furnish to the Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted such Person, or of which Borrower otherwise it has notice, pending or threatened against any Restricted Person such Person, the potential liability of which could reasonably be expected to have a Material Adverse Effect if resolved adversely against such Person, by any Governmental Authority with respect to any alleged violation of or non-compliance with any applicable Environmental Laws or any permits, licenses or authorizations required under applicable Environmental Laws in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business, and (ii) promptly cure and have dismissed with prejudice to the reasonable satisfaction of the Administrative Agent and the Lenders any material actions and proceedings relating to compliance with Environmental Laws to which Parent, Borrower or an Subsidiary is named a party, other than such actions or proceedings being contested in good faith and with the establishment of reasonable reserves. (c) Borrower will promptly Promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other written notifications, received by Borrower such Person in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material arising from its operations at any location, the potential liability of which could reasonably be expected to have a Material Adverse Effect if resolved adversely against such Person. (d) To the extent necessary to comply in all material respects with Environmental Laws, remediate or monitor contamination arising from a release or disposal of Hazardous Material, which solely, or together with other releases or disposals of Hazardous Materials could reasonably be expected to have a Material Adverse Effect. (e) Provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 6.15.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will (i) comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as Person and all contractual obligations and agreements with respect to environmental remediation or other environmental mattersmatters where the failure to comply could be reasonably expected to cause a Material Adverse Change, and shall (ii) obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effecteffect except where the failure to obtain or maintain any such permit, license or other authorization could be reasonably expected to cause a Material Adverse Change. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities Governmental Authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted PersonBorrower, or of which Borrower otherwise it has notice, pending or threatened against any Restricted Person Borrower, by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s its ownership or use of its properties or the operation of its businessbusiness if the Borrower reasonably anticipates that such action will result in liability in excess of $2,000,000, not fully covered by insurance or other means of recovery or reimbursement acceptable to the Administrative Agent, subject to normal deductibles. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply (i) Comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall (ii) obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety material permits, licenses and other authorizations under applicable Environmental Laws necessary for its then current operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything , (iii) conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or permit anything other action necessary to be done which will subject remove and clean up all Hazardous Materials at or from any of its properties to any remedial obligations underproperties, or result as may be required by, and in noncompliance accordance with applicable permits and licenses issued underthe requirements of, any applicable Environmental Laws. Promptly pay and discharge when due all debts, assuming disclosure claims, liabilities and obligations with respect to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time clean-up or remediation measures necessary to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practicescomply with Environmental Laws unless, in each case from an engineering or consulting firm approved case, the same are being contested in good faith by Administrative Agent; provided appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditapplicable Person. (bi) Borrower will promptly Promptly furnish to the Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted such Person, or of which Borrower otherwise it has notice, pending or threatened against any Restricted Person such Person, the potential liability of which could reasonably be expected to have a Material Adverse Effect if resolved adversely against such Person, by any Governmental Authority with respect to any alleged violation of or non-compliance with any applicable Environmental Laws or any permits, licenses or authorizations required under applicable Environmental Laws in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business, and (ii) promptly cure and have dismissed with prejudice to the reasonable satisfaction of the Administrative Agent and the Lenders any material actions and proceedings relating to compliance with Environmental Laws to which Parent, Finance Co, the AMID Borrower or any Subsidiary of the AMID Borrower is named a party, other than such actions or proceedings being contested in good faith and with the establishment of reasonable reserves. (c) Borrower will promptly Promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other written notifications, received by Borrower such Person in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material arising from its operations at any location, the potential liability of which could reasonably be expected to have a Material Adverse Effect if resolved adversely against such Person. (d) To the extent necessary to comply in all material respects with Environmental Laws, remediate or monitor contamination arising from a release or disposal of Hazardous Material, which solely, or together with other releases or disposals of Hazardous Materials could reasonably be expected to have a Material Adverse Effect. (e) Provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 6.15.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, matters and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything , conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or permit anything other action necessary to be done which will subject remove and clean up all Hazardous Materials from any of its properties to any remedial obligations underproperties, or result in noncompliance accordance with applicable permits and licenses issued under, any applicable the requirements of all Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower Each Restricted Person will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise it has notice, pending or threatened against any Restricted Person Person, the potential liability of which exceeds $250,000 or would cause a Material Adverse Change if resolved adversely against any Restricted Person, by any Governmental Authority governmental authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business. (c) Borrower Each Restricted Person will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower any Restricted Person in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, the potential liability of which exceeds $250,000 or would cause a Material Adverse Change if resolved adversely against any Restricted Person.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Personit, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall will obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which that will subject any of its the properties of any Restricted Person to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower Company will provide at its own expense an environmental inspection of any of its and the other Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower Company will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower any Restricted Person otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws Laws, with respect to the properties or operations of Company and its Subsidiaries, or with respect to any permits, licenses or authorizations in connection with any Restricted Person’s the ownership or use of its such properties or the operation of its businessin connection with any such operations. (c) Borrower Company will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower any Restricted Person in connection with any Restricted Person’s the ownership or use of any of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted PersonPerson or its properties, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time when and as required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effecteffect in all material respects. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any material remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon the Administrative Agent’s reasonable request, at but no more than once during any time and from time to timeFiscal Year, the Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by the Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) The Borrower will promptly furnish to the Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which the Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) The Borrower will promptly furnish to the Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by the Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all material environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any material remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable requestrequest and expense, at any time and from time to time, Borrower will provide at its own expense an a Phase I environmental inspection assessment of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved selected by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Upon Administrative Agent’s written request, Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged material violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) Upon Administrative Agent’s written request, Borrower will promptly furnish to Administrative Agent all reasonable requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material Substance at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, matters and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower Each Restricted Person will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted PersonPerson or General Partner, or of which Borrower otherwise it has notice, pending or threatened against any Restricted Person Person, the potential liability of which exceeds or 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] might reasonably be expected to exceed $1,000,000 or could reasonably be expected to have a Material Adverse Effect if resolved adversely against any Restricted Person, by any Governmental Authority governmental authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business. (c) Borrower Each Restricted Person will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower any Restricted Person or General Partner in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, the potential liability of which exceeds or might reasonably be expected to exceed $1,000,000 or could reasonably be expected to have a Material Adverse Effect if resolved adversely against any Restricted Person.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will (i) comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as Person and all contractual obligations and agreements with respect to environmental remediation or other environmental mattersmatters where the failure to comply could be reasonably expected to cause a Material Adverse Change, and shall (ii) obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effecteffect except where the failure to obtain or maintain any such permit, license or other authorization could be reasonably expected to cause a Material Adverse Change. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities Governmental Authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) . Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted PersonBorrower, or of which Borrower otherwise it has notice, pending or threatened against any Restricted Person Borrower, by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business. (c) business if the Borrower reasonably anticipates that such action will result in liability in excess of $2,000,000, not fully covered by insurance or other means of recovery or reimbursement acceptable to the Administrative Agent, subject to normal deductibles. Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location. Evidence of Compliance. Each Restricted Person will furnish to each Lender at such Restricted Person’s or Borrower’s expense all evidence which Administrative Agent from time to time reasonably requests in writing as to the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in the Loan Documents, the satisfaction of all conditions contained therein, and all other matters pertaining thereto.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Without limiting the foregoing, Borrower will promptly develop and carry out a plan of action to plug abandoned wells, as discovered, that are not expected to be returned to service. Nx Xxxtricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s 's reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ ' material real properties and audit of their environmental compliance procedures and practices, in each case from internal sources or, if requested by Administrative Agent, from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority governmental authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s 's ownership or use of its properties or the operation of its business. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s 's ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person Borrower will do anything take all reasonable action available to it to prevent the disposal or permit anything to be done which will subject other release of any Hazardous Materials at, into, upon or under the Mortgaged Properties (except such use, and temporary storage in anticipation of its properties to any remedial obligations underuse, or result as is required in noncompliance the ordinary course of business, all while in compliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit). (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted PersonBorrower, or of which Borrower otherwise it has notice, pending or threatened against any Restricted Person Person, by any Governmental Authority governmental authority with respect to any alleged violation of or non-non- compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s its ownership or use of its properties or the operation of its businessbusiness which involve a potential liability or claim in excess of $200,000. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any each Restricted Person’s 's ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any locationlocation which involve a potential liability or claim in excess of $200,000. (d) Upon Agent's request during the existence of an Event of Default, Borrower will provide at Borrower's sole expense an inspection or audit of the Mortgaged Properties from an engineering or consulting firm approved by Agent, indicating the presence or absence of Hazardous Materials on the Mortgaged Properties and compliance with Environmental Laws.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower Borrowers will provide at its their own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower Borrowers will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise they have has notice, pending or threatened against any Restricted Person Person, by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) Borrower Borrowers will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower any Restricted Person in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply (i) Comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall (ii) obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations under applicable Environmental Laws necessary for its then current operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything , (iii) conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or permit anything other action necessary to be done which will subject remove and clean up any Hazardous Materials at or from any of its properties to any remedial obligations underproperties, or result as may be required by, and in noncompliance accordance with applicable permits and licenses issued underthe requirements of, any applicable Environmental Laws. Promptly pay and discharge when due all debts, assuming disclosure claims, liabilities and obligations with respect to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time clean-up or remediation measures necessary to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practicescomply with Environmental Laws unless, in each case from an engineering or consulting firm approved case, the same are being contested in good faith by Administrative Agent; provided appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditapplicable Person. (b) Borrower will promptly Promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted such Person, or of which Borrower otherwise it has notice, pending or threatened against any Restricted Person such Person, the potential liability of which exceeds $15,000,000 or could reasonably be expected to have a Material Adverse Effect if resolved adversely against such Person, by any Governmental Authority with respect to any alleged violation of or non-compliance with any applicable Environmental Laws or any permits, licenses or authorizations required under applicable Environmental Laws in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business. (c) Borrower will promptly Promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other written notifications, received by Borrower such Person in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material arising from its operations at any location, the potential liability of which exceeds $15,000,000 or could reasonably be expected to have a Material Adverse Effect if resolved adversely against such Person.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person Loan Party will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted PersonLoan Party, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses Permits and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person Loan Party will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses Permits issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, at any time and from time to time(but not in excess of one inspection conducted at Borrower’s expense hereunder during any 18 consecutive month period), Borrower will provide at its own expense an environmental inspection of any of the Restricted PersonsLoan Parties’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted PersonLoan Party, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person Loan Party by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses Permits or other authorizations in connection with any Restricted PersonLoan Party’s ownership or use of its properties or the operation of its businessbusiness that might result in a Loan Party being liable for $250,000 or more. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted PersonLoan Party’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any locationlocation that might result in a Loan Party being liable for $250,000 or more.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental mattersmatters (except as could not reasonably be expected to result in a Material Adverse Change), and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations (except as could not reasonably be expected to result in a Material Adverse Change) and will maintain such authorizations in full force and effecteffect (except as could not reasonably be expected to result in a Material Adverse Change). No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstancescircumstances (except as could not reasonably be expected to result in a Material Adverse Change). If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority governmental authority with respect to any alleged violation of or non-compliance with any Environmental Laws or with respect to any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) , in each case, that could reasonably be expected to result in a Material Adverse Change. Borrower will promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other written notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any locationlocation that could reasonably be expected to have a Material Adverse Change.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which that will subject any of its properties to any material remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, at any time and from time to timetime but no more frequent than once per annum, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged material violation of or material non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and . Each Restricted Person shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and material to the ownership or operation of the Oil and Gas Properties covered by the most recently delivered Engineering Report and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any material remedial obligations under, or result in noncompliance in any material respect with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, request at any time and from time to timetime when an Event of Default exists, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of (i) all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which a Responsible Officer of Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. business and (cii) Borrower will promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, in each such case (i) or (ii) where such Responsible Officer has concluded that the potential liability of which exceeds, when aggregated with all such other violations, orders, claims, citations, complaints, penalty assessments, suits or other proceedings, or would reasonably be expected to exceed the Environmental Threshold Amount in a Fiscal Year.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person Credit Party will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted PersonCredit Party, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person Credit Party will do anything or permit anything to be done which will subject any of its properties to any remedial obligations (other than reclamation activities conducted in the ordinary course of business and performed in compliance with all applicable laws, including, without limitation, Environmental Laws) under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s 's reasonable request, at any time and from time to time, Borrower Company will provide at its own expense an environmental inspection of any of the Restricted Persons’ Credit Parties' material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower Company will promptly furnish to Administrative Agent copies of all written notices of violation, ordersorders (including, without limitation, stop work orders and notices of cessation of operations), claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted PersonCredit Party, or of which Borrower Company otherwise has notice, pending or threatened against any Restricted Person Credit Party by any Governmental Authority with respect to any alleged material violation of or material non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s Credit Party's ownership or use of its properties or the operation of its business. (c) Borrower Company will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower Company in connection with any Restricted Person’s Credit Party's ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s 's reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ ' material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil . Administrative Agent and Gas Properties for which no Restricted Person is the operator, Borrower Lenders will use commercially reasonable their best efforts to provide protect any attorney client privilege that exists with respect to reports or audits prepared by such inspection and auditengineers or consultants. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority governmental authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, in each case which involves a claim or liability in excess of $5,000,000.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental mattersmatters (except as could not reasonably be expected to result in a Material Adverse Change), and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations (except as could not reasonably be expected to result in a Material Adverse Change) and will maintain such authorizations in full force and effecteffect (except as could not reasonably be expected to result in a Material Adverse Change). No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If circumstances (except as could not reasonably be expected to result in a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditMaterial Adverse Change). (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority governmental authority with respect to any alleged violation of or non-compliance with any Environmental Laws or with respect to any permits, licenses or authorizations in connection with any Restricted Person’s 's ownership or use of its properties or the operation of its business, in each case, that could reasonably be expected to result in a Material Adverse Change. (c) Borrower will promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other written notifications, received by Borrower in connection with any Restricted Person’s 's ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any locationlocation that could reasonably be expected to have a Material Adverse Change.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative AgentUpon the Lender’s reasonable request, at any time and from time to time, Borrower Borrowers will provide at its their own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agentthe Lender; provided that so long as no Event of Default shall have occurred and is continuing, the Borrowers’ shall not be required to pay for more than one environmental inspection in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditany Fiscal Year. (b) Borrower Borrowers will promptly furnish to Administrative Agent the Lender copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower Borrowers otherwise has have notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) Borrower Borrowers will promptly furnish to Administrative Agent the Lender all requests for information, notices of claim, demand letters, and other notifications, received by Borrower Borrowers in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person Loan Party will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted PersonLoan Party, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses Permits and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person Loan Party will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses Permits issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon the Administrative Agent’s reasonable request, at any time and from time to time(but not in excess of one inspection conducted at the Borrower’s expense hereunder during any 18 consecutive month period), the Borrower will provide at its own expense an environmental inspection of any of the Restricted PersonsLoan Parties’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by the Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) The Borrower will promptly furnish to the Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted PersonLoan Party, or of which the Borrower otherwise has notice, pending or threatened against any Restricted Person Loan Party by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses Permits or other authorizations in connection with any Restricted PersonLoan Party’s ownership or use of its properties or the operation of its businessbusiness that might result in a Loan Party being liable for $250,000 or more. (c) The Borrower will promptly furnish to the Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by the Borrower in connection with any Restricted PersonLoan Party’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any locationlocation that might result in a Loan Party being liable for $250,000 or more.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which that will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, in each case except as could not, individually or in the aggregate, reasonably be expected to result in liability of the Restricted Persons with respect thereto in excess of the Environmental Threshold Amount. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower Borrowers will provide at its their own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower Borrowers will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise they have has notice, pending or threatened against any Restricted Person Person, by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) Borrower Borrowers will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower any Restricted Person in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (ai) Each Restricted Related Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, Related Person and shall obtainobtain or cause third-party operators to represent that they have obtained, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything Without limiting the foregoing, Borrower will, as recommended by Pilko and Associates, Inc. or permit anything such other environmental consultant jointly selected by Agent and Borrower, promptly develop and carry out a plan of action to plug abandoned wellx, xx discovered, as required to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the plugged under applicable governmental authorities of all relevant factsrequirements, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time that are not expected to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts be returned to provide such inspection and auditservice. (bii) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, demands, notices, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, Borrower or of which Borrower otherwise it has notice, which involve or could reasonably be expected to involve asserted damages in excess of $100,000, pending or threatened against any Restricted Person Related Person, by any Governmental Authority person, firm, or public or governmental authority with respect to any alleged violation of or non-non- compliance with any Environmental Laws Laws, any alleged personal injury, property damages, Natural Resources Damages as used in "CERCLA", remediation costs, environmental restoration or remediation or any other form of legal or equitable relief whatsoever arising from or in any way connected with the actual or alleged release or discharge of or exposure to any substance or material alleged to be toxic or hazardous or any permits, licenses or authorizations in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business, regardless of where conducted. (ciii) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location., or with respect to any alleged personal injury, property damages, Natural Resources Damages as used in "CERCLA", remediation costs, environmental restoration or remediation or any other form of legal or equitable relief whatsoever arising from or in any way connected with the actual or

Environmental Matters; Environmental Reviews. (a) Each Restricted Person Borrower and each of its Subsidiaries will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect, except for those which if not obtained could not have a Material Adverse Effect. No Restricted Person Neither Borrower nor any of its Subsidiaries will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by Borrower or any Restricted Personof its Subsidiaries, or of which Borrower otherwise has notice, pending or threatened against any Restricted such Person by any Governmental Authority governmental authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted such Person’s 's ownership or use of its properties or the operation of its business. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s Borrower's or its Subsidiaries' ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (ai) Each Restricted Related Person will, and will cause each of its Subsidiaries to, comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, Related Person and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Without limiting the foregoing, each Related Person will, and will do anything or permit anything to be done which will subject any cause each of its properties to any remedial obligations underSubsidiaries to, or result plug abandoned wells as required in noncompliance accordance with all applicable permits laws, rxxxxxtions, leases and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditlicenses. (bii) Borrower will promptly furnish to Administrative Agent copies of Lender all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Related Person, or of which Borrower otherwise it has notice, pending or threatened against any Restricted Person Related Person, by any Governmental Authority governmental authority with respect to any alleged material violation of or material non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business. (ciii) Borrower will promptly furnish to Administrative Agent Lender all requests for information, notices of claim, demand letters, and other notifications, received by Borrower any Related Person in connection with any Restricted Related Person’s 's ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of a material amount of Hazardous Material at any location. (iv) Borrower will not cause or permit the Property, the Associated Property or Borrower to be in violation of, or do anything or permit anything to be done which will subject the Property or the Associated Property to, any material remedial obligations under any Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Property or the Associated Property and Borrower will promptly notify Lender in writing of any existing, pending or, to the best knowledge of Borrower, threatened investigation or inquiry by any governmental authority in connection with any Environmental Laws. Borrower will take all steps reasonably necessary to determine that no material amount of Hazardous Materials or Solid Wastes have been disposed of or otherwise released on or to the Property or the Associated Property in violation of applicable law or the disposal or release of which will impose any material remedial obligations under any Environmental Laws. Borrower will not cause or permit the disposal or other release of any material amount of Hazardous Materials or Solid Wastes on or to the Property or the Associated Property in violation of applicable law or the disposal or release of which will impose any material remedial obligations under any Environmental Laws and covenants and agrees to keep or cause the Property and the Associated Property to be kept free (except as permitted by applicable law or which would not impose any material remedial obligations) of any material amount of Hazardous Materials or Solid Wastes and to remove the same (or if removal is prohibited by law, to take whatever actions is required by law, to take whatever action is required by law) promptly upon discovery at its sole expense. Upon Lender's reasonable request, at any time and from time to time during the existence of the Mortgage, Borrower will provide at Borrower's sole expense an inspection or audit of the Property and the Associated Property from an engineering or consulting firm approved by Lender, indicating the presence or absence of Hazardous Materials and Solid Waste on the Property and the Associated Property.

Environmental Matters; Environmental Reviews. (a) Each Except in each case where failure to do so could not reasonably be expected to cause a Material Adverse Change, each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Except in each case where failure to do so could not reasonably be expected to cause a Material Adverse Change, no Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s 's reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ ' material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by reasonably acceptable to Administrative Agent; provided in the case of Oil . Administrative Agent and Gas Properties for which no Restricted Person is the operator, Borrower Lenders will use commercially reasonable their best efforts to provide protect any attorney client privilege that exists with respect to reports or audits prepared by such inspection and auditengineers or consultants. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, in each case which involves a claim or liability in excess of $10,000,000.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties Material Properties to any material remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, except where such noncompliance could not reasonably be expected to result in a Material Adverse Change. If a Default has occurred and is continuing, and upon Administrative Upon Agent’s 's reasonable request, at any time and from time to time, but so long as no Event of Default has occurred and is continuing, not more than once per calendar year, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties ' Material Properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority governmental authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s 's ownership or use of its properties or the operation of its business. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s 's ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material Substance at any location.

Environmental Matters; Environmental Reviews. (a) Each The Borrower shall, and shall cause each Restricted Person will comply to comply, in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters. The Borrower shall, and shall cause each Restricted Person to obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and material to the ownership or operation of the Oil and Gas Properties covered by the most recently delivered Engineering Report and will maintain such authorizations in full force and effect. No Restricted Person None of the Borrower or any Subsidiary will do anything or permit anything to be done which will subject any of its properties to any material remedial obligations under, or result in noncompliance in any material respect with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon the Administrative Agent’s reasonable request, request at any time and from time to timetime when an Event of Default exists, the Borrower will provide at its own expense an environmental inspection of any of the Restricted PersonsBorrower’s and the Subsidiaries’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditMajority Lenders. (b) The Borrower will promptly furnish to the Administrative Agent copies of (i) all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by the Borrower or any Restricted PersonSubsidiary, or of which a Responsible Officer of the Borrower or any Subsidiary otherwise has notice, pending or threatened against any Restricted such Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted the such Person’s ownership or use of its properties or the operation of its business. business and (cii) Borrower will promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other notifications, received by the Borrower or any Subsidiary in connection with any Restricted such Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, in each such case (i) or (ii) where such Responsible Officer has concluded that the potential liability of which exceeds, when aggregated with all such other violations, orders, claims, citations, complaints, penalty assessments, suits or other proceedings, or would reasonably be expected to exceed the Environmental Threshold Amount in a Fiscal Year.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and . Each Restricted Person shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and material to the ownership or operation of the Systems and the other Oil and Gas Properties covered by the most recently delivered Engineering Report and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any material remedial obligations under, or result in noncompliance in any material respect with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, request at any time and from time to timetime when an Event of Default exists, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of (i) all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which a Responsible Officer of Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. business and (cii) Borrower will promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, in each such case (i) or (ii) where such Responsible Officer has concluded that the potential liability of which exceeds, when aggregated with all such other violations, orders, claims, citations, complaints, penalty assessments, suits or other proceedings, or would reasonably be expected to exceed the Environmental Threshold Amount in a Fiscal Year.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all material contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all material environmental, health and safety permits, licenses and other authorizations Permits necessary for its operations or the construction of the Qualified Construction Projects and construction, development, ownership, operation or maintenance of the Qualified Projects and will maintain such authorizations in full force and effect. No Each Restricted Person will do anything or permit anything take commercially reasonable steps to be done which will subject (i) prevent the imposition of remedial obligations at any of its properties to any remedial obligations underProperties, or result in and (ii) prevent material noncompliance with applicable permits and licenses Permits issued under, any applicable Environmental Laws. Upon Administrative Agent’s reasonable request, assuming disclosure in regards to the applicable governmental authorities a material release of all relevant factsHazardous Material or written notice, conditions and circumstances. If a notice of violation, claim, complaint, suit or other proceeding from any third-party of material actual or potential non-compliance with or liability pursuant to Environmental Law and, so long as no Event of Default has occurred and is continuing, and upon Administrative Agent’s reasonable requestfor good cause shown, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties Properties and audit of their environmental compliance procedures and practices, in each case from an a qualified engineering or consulting firm approved by Administrative Agentfirm; provided in the case provided, however, that, so long as no Event of Oil Default has occurred and Gas Properties for which no Restricted Person is the operatorcontinuing, Borrower will use commercially reasonable efforts shall not be required to provide perform such an inspection and auditor audit more than once in any calendar year. (b) Borrower Each Restricted Person will promptly furnish to Administrative Agent copies of all material written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower any Restricted Person otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect 77 [OPAL Fuels Credit Agreement] to any alleged material violation of or material non-compliance with any Environmental Laws or any permitsPermits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties Properties or the operation of its businessbusiness or the construction of the Qualified Construction Projects and construction, development, ownership, operation or maintenance of the Qualified Projects. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other material notifications, received by Borrower any Restricted Person in connection with any Restricted Person’s ownership or use of its properties Properties, compliance with Environmental Law or the conduct of its business, relating to potential responsibility material liability with respect to any investigation or clean-up of Hazardous Material at any locationlocation or the construction of the Qualified Construction Projects and construction, development, ownership, operation or maintenance of the Qualified Projects.

Environmental Matters; Environmental Reviews. (ai) Each Restricted Related Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, Related Person and shall obtainobtain or cause third-party operators to represent that they have obtained, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything Without limiting the foregoing, Borrower will, as recommended by Pilko and Associates, Inc. or permit anything such other environmental consultant jointly selected by Agent and Borrower, promptly develop and carry out a plan of action to plug abandoned wellx, xx discovered, as required to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the plugged under applicable governmental authorities of all relevant factsrequirements, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time that are not expected to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts be returned to provide such inspection and auditservice. (bii) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, demands, notices, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, Borrower or of which Borrower otherwise it has notice, which involve or could reasonably be expected to involve asserted damages in excess of $100,000, pending or threatened against any Restricted Person Related Person, by any Governmental Authority person, firm, or public or governmental authority with respect to any alleged violation of or non-compliance with any Environmental Laws Laws, any alleged personal injury, property damages, Natural Resources Damages as used in "CERCLA", remediation costs, environmental restoration or remediation or any other form of legal or equitable relief whatsoever arising from or in any way connected with the actual or alleged release or discharge of or exposure to any substance or material alleged to be toxic or hazardous or any permits, licenses or authorizations in connection connec tion with any Restricted Person’s its ownership or use of its properties or the operation of its business, regardless of where conducted. (ciii) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, or with respect to any alleged personal injury, property damages, Natural Resources Damages as used in "CERCLA", remediation costs, environmental restoration or remediation or any other form of legal or equitable relief whatsoever arising from or in any way connected with the actual or alleged release or discharge of or exposure to any substance or material alleged to be toxic or hazardous.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all 44 50 contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Upon Agent’s 's reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ ' material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority governmental authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s 's ownership or use of its properties or the operation of its business. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s 's ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each The Borrower shall, and shall cause each Restricted Person will comply to comply, in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters. The Borrower shall, and shall cause each Restricted Person to obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and material to the ownership or operation of the Oil and Gas Properties covered by the most recently delivered Engineering Report and will maintain such authorizations in full force and effect. No Restricted Person None of the Borrower or any Subsidiary will do anything or permit anything to be done which will subject any of its properties to any material remedial obligations under, or result in noncompliance in any material respect with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon the Administrative Agent’s reasonable request, request at any time and from time to timetime when an Event of Default exists, the Borrower will provide at its own expense an environmental inspection of any of the Restricted PersonsBorrower’s and the Subsidiaries’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by the Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) The Borrower will promptly furnish to the Administrative Agent copies of (i) all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by the Borrower or any Restricted PersonSubsidiary, or of which a Responsible Officer of the Borrower or any Subsidiary otherwise has notice, pending or threatened against any Restricted such Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted the such Person’s ownership or use of its properties or the operation of its business. business and (cii) Borrower will promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other notifications, received by the Borrower or any Subsidiary in connection with any Restricted such Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, in each such case (i) or (ii) where such Responsible Officer has concluded that the potential liability of which exceeds, when aggregated with all such other violations, orders, claims, citations, complaints, penalty assessments, suits or other proceedings, or would reasonably be expected to exceed the Environmental Threshold Amount in a Fiscal Year.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply Comply in all material respects with all Environmental Laws now or hereafter applicable to the Borrower or such Restricted Person, Subsidiary as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, matters and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything , conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or permit anything other action necessary to be done which will subject remove and clean up all Hazardous Materials from any of its properties properties, in accordance with the requirements of all Environmental Laws. The Borrower and each Restricted Subsidiary will promptly pay and discharge when due all debts, claims, liabilities and obligations with respect to any remedial obligations under, clean-up or result in noncompliance remediation measures necessary to comply with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practicesLaws unless, in each case from an engineering case, the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no such Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit.Subsidiary. 77 [AMENDED AND RESTATED CREDIT AGREEMENT] (b) Borrower will promptly Promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by the Borrower or any Restricted PersonSubsidiary, or of which Borrower otherwise it has notice, pending or threatened against the Borrower or any Restricted Person Subsidiary, the potential liability of which exceeds $500,000 or would have a Material Adverse Effect if resolved adversely against the Borrower or any Restricted Subsidiary, by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s its ownership or use of its properties or the operation of its business. (c) Borrower will promptly Promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by the Borrower or any Restricted Subsidiary in connection with any Restricted Person’s its ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, the potential liability of which exceeds $500,000 or would have a Material Adverse Effect if resolved adversely against the Borrower or any Restricted Subsidiary.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person Credit Party and Guarantor will, and will cause its Subsidiaries to, comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect, except for those which if not obtained or maintained could not reasonably be expected to result in a Material Adverse Effect. No Restricted Person Credit Party nor Guarantor will do anything or permit anything to be done which will subject any of its properties or Subsidiaries to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower Credit Parties and Guarantor will promptly furnish to Administrative Agent copies of Lender all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted PersonCredit Party or Guarantor, or of which Borrower Credit Parties and Guarantor otherwise has have notice, pending or threatened against any Restricted such Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted such Person’s ownership or use of its properties or the operation of its business. (c) Borrower Credit Parties and Guarantor will promptly furnish to Administrative Agent Lender all requests for information, notices of claim, demand letters, and other notifications, received by Borrower any Credit Party or Guarantor in connection with any Restricted PersonCredit Party’s or Guarantor’s or any of their respective Subsidiaries’ ownership or use of its their properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which that will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstancescircumstances except, in each case, to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, at any time and from time to timerequest during the existence of a Default, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in . At all other times, Administrative Agent shall have the case right to request any environmental documentation (but, so long as no Default is continuing, excluding any new environmental testing) as it may reasonably require to determine the compliance of Oil the operations and Gas Properties for which no assets of the Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and auditPersons with any applicable Environmental Law. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged material violation of or material non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. (c) Borrower will promptly furnish to Administrative Agent all material requests for information, notices of claim, demand letters, and other material notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential material responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, at any time and from time to time, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its businessbusiness which could reasonably be expected to result in liability of a Restricted Person in excess of $1,000,000. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and . Each Restricted Person shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and material to the ownership or operation of the Oil and Gas Properties covered by the most recently delivered Engineering Report and will maintain such authorizations in full force and effect. No Restricted Person will do anything or permit anything to be done which will subject any of its properties to any material remedial obligations under, or result in noncompliance in any material respect with applicable permits and licenses issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, request at any time and from time to timetime when an Event of Default exists, Borrower will provide at its own expense an environmental inspection of any of the Restricted Persons’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of (i) all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted Person, or of which a Responsible Officer of Borrower otherwise has notice, pending or threatened against any Restricted Person by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations in connection with any Restricted Person’s ownership or use of its properties or the operation of its business. business and (cii) Borrower will promptly furnish to Administrative Agent all written requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted Person’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any location, in each such case (i) or (ii) where such Responsible Officer has concluded that the potential liability of which exceeds, when aggregated with all such other violations, orders, claims, citations, complaints, penalty assessments, suits or other proceedings, or would reasonably be expected to exceed the Threshold Amount in a Fiscal Year.

Environmental Matters; Environmental Reviews. (a) Each Restricted Person Loan Party will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted PersonLoan Party, as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters, and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses Permits and other authorizations necessary for its operations and will maintain such authorizations in full force and effect. No Restricted Person Loan Party will do anything or permit anything to be done which will subject any of its properties to any remedial obligations under, or result in noncompliance with applicable permits and licenses Permits issued under, any applicable Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances. If a Default has occurred and is continuing, and upon Upon Administrative Agent’s reasonable request, at any time and from time to time(but not in excess of one inspection conducted at Borrower’s expense hereunder during any 18 consecutive month period), Borrower will provide at its own expense an environmental inspection of any of the Restricted PersonsLoan Parties’ material real properties and audit of their environmental compliance procedures and practices, in each case from an engineering or consulting firm approved by Administrative Agent; provided in the case of Oil and Gas Properties for which no Restricted Person is the operator, Borrower will use commercially reasonable efforts to provide such inspection and audit. (b) Borrower will promptly furnish to Administrative Agent copies of all written notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings received by any Restricted PersonLoan Party, or of which Borrower otherwise has notice, pending or threatened against any Restricted Person Loan Party by any Governmental Authority with respect to any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses Permits or other authorizations in connection with any Restricted PersonLoan Party’s ownership or use of its properties or the operation of its businessbusiness that might result in a Loan Party being liable for $50,000 or more. (c) Borrower will promptly furnish to Administrative Agent all requests for information, notices of claim, demand letters, and other notifications, received by Borrower in connection with any Restricted PersonLoan Party’s ownership or use of its properties or the conduct of its business, relating to potential responsibility with respect to any investigation or clean-up of Hazardous Material at any locationlocation that might result in a Loan Party being liable for $50,000 or more.