There is no action, claim, hearing, charge, complaint, demand, challenge, suit, proceeding or investigation (“ Action ”) pending or, to the knowledge of the Company, threatened against, nor any outstanding Order against, the Company or any of its Subsidiaries before or by any Governmental Authority, other than any such Action or Order that (i) does not involve an amount in controversy in excess of $100,000 (net of reasonably expected insurance proceeds recoverable in respect of ordinary course claims arising out of the operation of the Properties of the Company and its Subsidiaries) and (ii) does not seek or impose material injunctive or other material non-monetary relief. Neither the Company nor any of its Subsidiaries is in default with respect to any material Order. There is no material unresolved violation or exception by any Governmental Authority with respect to any SEC Report or relating to any examinations or instructions of the Company or any of its Subsidiaries and since January 1, 2014, there have been no material unresolved inquiries by, or disputes with, any Governmental Authority with respect to the business, operations, policies or procedures of the Company or any of its Subsidiaries. There are no pending Actions of the type described on Schedule 5.12(a) (“ Scheduled Actions ”) and there have been no Orders or settlements of the type described on Schedule 5.12(a) (“ Scheduled Orders or Settlements ”).