Common use of Environment Clause in Contracts

Environment. (i) The Company and its subsidiaries have carried on their operations in material compliance with all applicable Environmental Laws and the Exeter Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. (ii) Neither the Company nor any of its subsidiaries is subject to any material contingent or other liability relating to (a) the restoration or rehabilitation of land, water or any other part of the environment, or (b) non-compliance with Environmental Laws. (iii) The Exeter Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Exeter Properties by the Company or its subsidiaries have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Property, except in material compliance with all Environmental Laws. (iv) Neither the Company nor its subsidiaries has treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Laws. No site or facility now or previously owned, operated or leased by the Company or its subsidiaries is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (v) Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Exeter Property in such a manner as: (A) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on the Company or its subsidiaries; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Property or any of the assets of the Company or its subsidiaries. (vi) Neither the Company nor any of its subsidiaries has received from any Person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date of this Agreement.

Environment. Except as set forth on Schedule 3.1(o) or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (i) The Company and its subsidiaries Subsidiaries have carried on their operations been and are in material compliance with all applicable Environmental Laws in all material respects, including, but not limited to, possessing all permits and the Exeter Properties and assets comply with all other governmental authorizations required for their operations under applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries.; (ii) Neither the Company nor any of its subsidiaries There is subject to any material contingent or other liability relating to (a) the restoration or rehabilitation of land, water or any other part of the environment, or (b) non-compliance with Environmental Laws. (iii) The Exeter Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Exeter Properties by the Company or its subsidiaries have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Property, except in material compliance with all Environmental Laws. (iv) Neither the Company nor its subsidiaries has treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Laws. No site or facility now or previously owned, operated or leased by the Company or its subsidiaries is listed pending or, to the knowledge of the Company, is proposed for listing on threatened Action pursuant to any list issued by Environmental Law against the Company or any of its Subsidiaries. To the Company’s knowledge, neither the Company nor any of its Subsidiaries has received written notice from any person, including but not limited to any Governmental Authority Authority, alleging that the Company or any of hazardous sites or sites requiring Remedial Action its Subsidiaries has been or is the subject in violation of Remedial Action. (v) any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved. Neither the Company nor any of its subsidiaries has caused Subsidiaries is a party or permitted the Release of any Hazardous Substances on or subject to any Exeter Property material order of a Governmental Authority pursuant to Environmental Law; (iii) With respect to real property that is currently owned, leased or operated by the Company or any of its Subsidiaries, or was formerly owned, leased or operated by the Company or any of its Subsidiaries, (i) there have been no releases, spills or discharges of Hazardous Materials on or, to the knowledge of the Company, underneath, or migrating to or from any of such real property, and (ii) there is no storage or disposal of Hazardous Materials at any such real property, that in such a manner as: (A) either case would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on the Company or its subsidiaries; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Property or any of the assets of the Company or its subsidiaries. (vi) Neither the Company nor any of its subsidiaries has received from any Person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any an obligation to remediate such environmental condition pursuant to applicable Environmental Law that is pending in effect as of the date Closing Date or result in liability pursuant to applicable Environmental Law in effect as of this Agreementthe Closing Date with respect to remediation conducted by other Persons; (iv) The Company and its Subsidiaries have not, either expressly or by operation of law, assumed, undertaken, or provided an indemnity with respect to any material liability (contingent or otherwise) or material investigatory, remedial or corrective obligation of any other Person relating to Environmental Laws.

Environment. The Company and the Company Subsidiaries have received no notice of violation, complaint, request for information or any other notice from any governmental entity, indicating (i) The Company and its subsidiaries have carried on their operations in material compliance with all applicable Environmental Laws and the Exeter Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually any business or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on operation of the Company or its subsidiaries. (ii) Neither the Company nor any of its subsidiaries is subject to any material contingent or other liability relating to (a) the restoration or rehabilitation of land, water Subsidiaries or any other part of the environment, or real property (b) non-compliance with Environmental Laws. (iii) The Exeter Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Exeter Properties by the Company or its subsidiaries have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Property, except in material compliance with all Environmental Laws. (iv) Neither the Company nor its subsidiaries has treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Laws. No site or facility now or previously owned, operated operated, used or leased by, to or for the Company or Company Subsidiaries) was not, is not or will not be in compliance with environmental Laws, or (ii) that anyone of them is or may be liable under any environmental Laws. The Company and the Company Subsidiaries hold all Permits which are required with respect to the Business in which they are currently engaged under applicable environmental Laws and are not in breach or violation of any such Permits. To Sellers’ knowledge, there are no existing circumstances which are reasonably likely to (i) require further Permits to be obtained, or (ii) lead to the revocation, cancellation, modification, or suspension of any such Permits, or (iii) necessitate any works or expenditure (other than routine maintenance) in order to comply with such Permits. The operations of the Company and the Company Subsidiaries and the premises or facilities used or owned by the Company or its subsidiaries is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (v) Neither and the Company nor any of its subsidiaries has caused or permitted Subsidiaries have not been the Release source of any Hazardous Substances on or to any Exeter Property in such a manner as: (A) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance pollution or damage to other propertyhuman health or the environment. Any storage and treatment of toxic wastes or substances by the Company and the Company Subsidiaries, except to at the extent that such Liability would not premises or facilities used or owned by the Company and the Company Subsidiaries, have a Material Adverse Effect been made in compliance with all applicable Laws. There are no prohibitions, injunctions, restrictions or limitations of any nature whatsoever on the free use or disposal of the Company or its subsidiaries; the Company Subsidiaries’ movable or (B) would be reasonably expected immovable assets arising from their environmental situations and there are no facts or circumstances which may provide a basis for any such prohibition, injunction, restriction or limitation. There is no environmental suit, action, claim or proceeding pending, or to result in imposition of a lien, charge or other encumbrance or Sellers’ knowledge threatened naming the expropriation of any Exeter Property Company or any of the assets of the Company or its subsidiariesSubsidiaries as parties thereto. (vi) Neither the Company nor any of its subsidiaries has received from any Person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date of this Agreement.

Environment. (i) The Company Purchaser and its subsidiaries have carried on and are currently carrying on their operations in material compliance with all applicable Environmental Laws and the Exeter Purchaser Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or each case in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiariesall material respects. (ii) Each of the Purchaser and its subsidiaries have obtained from the relevant Governmental Authorities, and are in compliance with, any Environmental Approvals required to conduct their previous and current businesses and such Environmental Approvals remain valid and in good standing on the date hereof. (iii) Neither the Company Purchaser nor any of its subsidiaries is subject to any material contingent or other liability relating to (aA) the restoration or rehabilitation of land, water or any other part of the environment, (B) mine closure, reclamation, remediation or other post operational requirements, or (bC) non-compliance with Environmental Laws, except for those required by their Environmental Approvals. (iiiiv) The Exeter Purchaser Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, discharge, release, transfer, produce or process Hazardous Substances, except in material compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiariesLaws. Neither the Company Purchaser nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Purchaser Property, except in compliance, individually or in the aggregate, material compliance with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. All Hazardous Substances handled, recycled, disposed of, discharged, released, treated or stored on or off site of the Exeter Purchaser Properties by the Company Purchaser or any of its subsidiaries have been handled, recycled, disposed of, discharged, released, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Purchaser Property, except in material compliance with all Environmental Laws. (ivv) Neither the Company Purchaser nor any of its subsidiaries has treated or treated, disposed of, discharged, released, or arranged for the treatment treatment, disposal, discharge or disposal release of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company Purchaser or any of its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Laws. No site or facility now or previously owned, operated or leased by the Company Purchaser or any of its subsidiaries is listed or, to the knowledge of the CompanyPurchaser, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (vvi) Neither the Company Purchaser nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Exeter Purchaser Property in such a manner as: (A) would reasonably be expected to impose Liability liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability liability would not have a Material Adverse Effect on be material to the Company or Purchaser and its subsidiaries; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Purchaser Property or any of the assets of the Company Purchaser or any of its subsidiaries. (vivii) Neither the Company Purchaser nor any of its subsidiaries has received from any Person person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability liability or potential Liability liability arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of the Purchaser, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability.

Environment. (i) The no Tobacco Group Company has generated used treated or stored on or transported to or from any Mortgaged Property or any adjoining property any Hazardous Materials except in the normal course of that Tobacco Group Company's business and its subsidiaries have carried on their operations in material compliance with all applicable Environmental Laws and the Exeter Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries.; (ii) Neither to the best knowledge of each Tobacco Group Company nor Hazardous Materials have not at any time been released or disposed of its subsidiaries is subject to on any material contingent or other liability relating to (a) the restoration or rehabilitation of land, water Mortgaged Property or any other part of the environment, or (b) non-compliance with Environmental Laws.property adjoining any Mortgaged Property; (iii) The Exeter Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in the best knowledge of each Tobacco Group Company each member of the Tobacco Group is an compliance in all material respects with all applicable Environmental Laws with respect to any Mortgaged Property and except the requirements of any permits issued under such laws with respect to such property; (iv) to the extent that such non-compliance best knowledge of each Tobacco Group Company there are no past, pending or threatened Environmental Claims against any Tobacco Group Company or any Mortgaged Property which, if adversely determined, would not reasonably be expected to have a Material Adverse Effect Effect; (v) to the best knowledge of each Tobacco Group Company there are no facts, circumstances, conditions or occurrences on any Mortgaged Property or any property adjoining any Mortgaged Property that could reasonably be anticipated (aa) to form the basis of an Environmental Claim against any Tobacco Group Company or its subsidiaries. Neither the Company nor any of its subsidiaries has caused Mortgaged Property or permitted the Release of any Hazardous Substances atassets which, in, on, under or from any Exeter Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance if adversely determined would not be reasonably be expected to have a Material Adverse Effect Effect, or (bb) to cause such Mortgaged Property or assets to be subject to any restrictions on the Company ownership, occupancy, use or its subsidiaries. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site transferability of the Exeter Properties by the Company or its subsidiaries have been handled, recycled, disposed of, treated and stored in material compliance with all such Mortgaged Property under any Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Property, except in material compliance with all Environmental Laws. (iv) Neither the Company nor its subsidiaries has treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Laws. No site or facility now or previously owned, operated or leased by the Company or its subsidiaries is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (v) Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Exeter Property in such a manner as: (A) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on the Company or its subsidiaries; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Property or any of the assets of the Company or its subsidiaries.Law; (vi) Neither to the best knowledge of each Tobacco Group Company nor any of its subsidiaries has received from any Person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as there are not now and never have been save in respect of the date underground storage tanks details of this Agreement.which have been disclosed any underground storage tanks located on any Mortgaged Property;

Environment. (ia) The Company and its subsidiaries have carried on their operations is in material compliance with all environmental Laws applicable Environmental Laws and the Exeter Properties and assets comply with all applicable Environmental Laws, except to the extent Company. To Sellers’ Knowledge, there are no facts, conditions or circumstances that a failure to be in such compliance, individually or in the aggregate, would not could reasonably be expected to have a Material Adverse Effect on prevent or interfere, after the Company or its subsidiaries. (ii) Neither the Company nor any of its subsidiaries is subject to any material contingent or other liability relating to (a) the restoration or rehabilitation of landClosing, water or any other part of the environment, or (b) non-with compliance in all respects with Environmental applicable environmental Laws. (iiib) There has been no event that would give rise to Liability of the Company in relation to the environment, and no fact exists which might reasonable be expected to give rise to an environmental proceeding involving the Company or a Person for whose acts or defaults the Company may be vicariously liable. There is no outstanding notice, judgement, order, decree, arbitral award or decision of a court, tribunal, arbitrator or Governmental Authority, or, to Sellers’ Knowledge, any such notice, judgement, order, decree, arbitral award or decision threatened against the Company, involving the Company or any such Person relating to any such matters as are mentioned in this warranty. (c) The Exeter Properties Company has never breached, in any material aspect, any applicable environmental Law. (d) To Sellers’ Knowledge, there is no soil contamination, groundwater contamination and other contaminations on the land used or formerly used by the Company and Panorama or any of their predecessors and the Company have not been received any written order from any Governmental Authority to execute actual or preventive decontamination works on the land used by the Company. To Sellers’ Knowledge, neither the Company or any of its Affiliates nor any of their unaffiliated predecessors has Released, disposed or arranged for the disposal of Hazardous Substances (i) at or to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, transfer, produce any location that is included on any list of contaminated sites maintained by a Governmental Authority or process Hazardous Substances, except (ii) on the land used or formerly used by the Company and Panorama or any of their predecessors and the Company in compliance in all material respects with all Environmental Laws and except to the extent an amount or manner that such non-compliance would not could reasonably be expected to have a Material Adverse Effect on result in material Liability to the Company or its subsidiariesunder environmental Laws. Neither the Company nor any of its subsidiaries To Sellers’ Knowledge, no other Person has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Exeter Properties by the Company or its subsidiaries have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Property, except in material compliance with all Environmental Laws. (iv) Neither the Company nor its subsidiaries has treated or disposed of, or arranged for the treatment or disposal of, Released any Hazardous Substances at any location: (A) listed on any list of hazardous sites such properties or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites facilities in an amount or sites requiring Remedial Action, or any similar federal, state or provincial lists; (C) which is the subject of enforcement actions by any Governmental Authority manner that creates the reasonable potential for any proceeding, action, or other claim against the Company or its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Laws. No site or facility now or previously owned, operated or leased by the Company or its subsidiaries is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (v) Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Exeter Property in such a manner as: (A) would could reasonably be expected to impose result in material Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Company under environmental Law. (e) Neither this Agreement nor the consummation of the transactions contemplated hereby shall impose any Liability would not have a Material Adverse Effect on the Company or its subsidiaries; otherwise for site investigation or (B) would be reasonably expected cleanup, or notification to result in imposition of a lien, charge or other encumbrance or the expropriation consent of any Exeter Property or any of the assets of the Company or its subsidiaries. (vi) Neither the Company nor any of its subsidiaries has received from any Person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising third parties under any Environmental Law that is pending as of the date of this Agreementenvironmental Laws (including so-called “transaction-triggered” or “responsible property transfer” Laws).

Environment. (i) The Company and its subsidiaries subsidiary have carried on and are currently carrying on their operations in material compliance with all applicable Environmental Laws and the Exeter Detour Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiariessubsidiary. (ii) Neither the Company nor any of its subsidiaries subsidiary is subject to any material contingent or other liability relating to (aA) the restoration or rehabilitation of land, water or any other part of the environment, (B) mine closure, reclamation, remediation or other post operational requirements, or (bC) non-compliance with Environmental Laws. (iii) The Exeter Detour Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, discharge, release, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiariessubsidiary. Neither the Company nor any of its subsidiaries subsidiary has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Detour Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance for Releases that would not be reasonably be expected to have a Material Adverse Effect on the Company or its subsidiariessubsidiary. All Hazardous Substances handled, recycled, disposed of, discharged, released, treated or stored on or off site of the Exeter Detour Properties by the Company or its subsidiaries subsidiary have been handled, recycled, disposed of, discharged, released, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Property, except in material compliance with all Environmental Lawssubsidiary. (iv) Neither To the knowledge of the Company, neither the Company nor its subsidiaries subsidiary has treated or treated, disposed of, discharged, released, or arranged for the treatment treatment, disposal, discharge or disposal release of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Lawssubsidiary. No site or facility now or previously owned, operated or leased by the Company or its subsidiaries subsidiary is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (v) Neither the Company nor any of its subsidiaries subsidiary has caused or permitted the Release of any Hazardous Substances on or to any Exeter Detour Property in such a manner as: (A) would reasonably be expected to impose Liability liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability liability would not have a Material Adverse Effect on the Company or its subsidiariessubsidiary; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Detour Property or any of the assets of the Company or its subsidiariessubsidiary. (vi) Neither the Company nor any of its subsidiaries subsidiary has received from any Person person or Governmental Authority any written notice, formal or informalthe knowledge of the Company, other notice of any material proceeding, action or other claim, Liability liability or potential Liability liability arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of the Company, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability. (vii) Notwithstanding any other provision of this Agreement, the representations and warranties contained in this Section 3.1(gg) are the sole and exclusive representations and warranties of the Company regarding environmental matters and compliance with Environmental Laws.

Environment. (i) The Company and its subsidiaries have carried on and are currently carrying on their operations in material compliance with all applicable Environmental Laws and the Exeter Company Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the Company or any of its subsidiaries.; (ii) Neither Each of the Company and its subsidiaries have obtained from the relevant Governmental Authorities, and are in compliance with, any Environmental Approvals required to conduct their current businesses and, to the Company’s knowledge previous businesses, and such Environmental Approvals remain valid and in good standing on the date hereof; (iii) Other than as set forth in Schedule 3.1(mm)(iii) of the Company Disclosure Letter, neither the Company nor any of its subsidiaries is subject to any material contingent or other liability relating to (aA) the restoration or rehabilitation of land, water or any other part of the environment, (B) mine closure, reclamation, remediation or other post operational requirements, or (bC) non-compliance with Environmental Laws.; (iiiiv) The Exeter Other than as set forth in Schedule 3.1(mm)(iv) of the Company Disclosure Letter, the Company Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, discharge, release, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Company Material Adverse Effect on the Company or its subsidiariesEffect. Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Company Property, except in compliance, individually or in the aggregate, compliance with all Environmental Laws, except where the failure to be in such compliance for Releases that would not be reasonably be expected to have a Company Material Adverse Effect on the Company or its subsidiariesEffect. All Hazardous Substances handled, recycled, disposed of, discharged, released, treated or stored on or off site of the Exeter Company Properties by the Company or any of its subsidiaries have been handled, recycled, disposed of, discharged, released, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Company Material Adverse Effect on Effect. Other than as set forth in Schedule 3.1(mm)(iv) of the Company or its subsidiaries. There Disclosure Letter, there are no Hazardous Substances at, in, on, under or migrating from any Exeter Company Property, except in material compliance with all Environmental Laws.; (ivv) Neither To the knowledge of the Company, neither the Company nor any of its subsidiaries has treated or treated, disposed of, discharged, released, or arranged for the treatment treatment, disposal, discharge or disposal release of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or any of its subsidiaries; or (D. Other than as set forth in Schedule 3.1(mm)(v) which does not have of the appropriate Permits according to the applicable Laws. No Company Disclosure Letter, no site or facility now or previously owned, operated or leased by the Company or any of its subsidiaries is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.; (vvi) Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Exeter Company Property in such a manner as: (A) would reasonably be expected to impose Liability liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability liability would not have a Company Material Adverse Effect on the Company or its subsidiariesEffect; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Company Property or any of the assets of the Company or any of its subsidiaries.; (vivii) Neither the Company nor any of its subsidiaries has received from any Person person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability liability or potential Liability liability arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of the Company, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability; and (viii) Neither the Company nor any of its subsidiaries has received from any person or Governmental Authority any demand, direction, order, notice or prosecution with respect to any Environmental Laws applicable to the Company, any Company subsidiary or any of the Company Properties and neither the Company nor any of its subsidiaries have settled any allegation of non-compliance with Environmental Laws.

Environment. (i) The Company and its subsidiaries subsidiary have carried on and are currently carrying on their operations in material compliance with all applicable Environmental Laws and the Exeter Company Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the Company or its subsidiaries.subsidiary; (ii) Each of the Company and its subsidiary have obtained from the relevant Governmental Authorities, and are in compliance in all material respects with, any Environmental Approvals required to conduct their current businesses and such Environmental Approvals remain valid and in good standing on the date hereof; (iii) Neither the Company nor any of its subsidiaries subsidiary is subject to any material contingent or other liability relating to (aA) Remedial Action, the restoration or rehabilitation of land, water or any other part of the environment, (B) mine closure, reclamation, remediation or other post operational requirements, or (bC) non-compliance with Environmental Laws.; (iiiiv) The Exeter Company Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, discharge, release, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Company Material Adverse Effect on the Company or its subsidiariesEffect. Neither the Company nor any of its subsidiaries subsidiary has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Company Property, except in compliance, individually or in the aggregate, compliance with all Environmental Laws, except where the failure to be in such compliance for Releases that would not be reasonably be expected to have a Company Material Adverse Effect on the Company or its subsidiariesEffect. All Hazardous Substances handled, recycled, disposed of, discharged, released, treated or stored on or off site of the Exeter Company Properties by the Company or its subsidiaries subsidiary have been handled, recycled, disposed of, discharged, released, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Company Material Adverse Effect on the Company or its subsidiariesEffect. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Company Property, except in material compliance with all Environmental Laws.; (ivv) Neither To the knowledge of the Company, neither the Company nor its subsidiaries subsidiary has treated or treated, disposed of, discharged, released, or arranged for the treatment treatment, disposal, discharge or disposal release of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Lawssubsidiary. No site or facility now or previously owned, operated or leased by the Company or its subsidiaries subsidiary is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.; (vvi) Neither the Company nor any of its subsidiaries has subsidiary caused or permitted the Release of any Hazardous Substances on or to any Exeter Company Property in such a manner as: (A) would reasonably be expected to impose Liability liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability liability would not have a Company Material Adverse Effect on the Company or its subsidiariesEffect; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Company Property or any of the assets of the Company or its subsidiaries.subsidiary; (vivii) Neither the Company nor any of its subsidiaries subsidiary has received from any Person person or Governmental Authority any notice, formal or informal, or threatened notice, of any proceeding, action or other claim, Liability liability or potential Liability liability arising under any Environmental Law that is pending as of the date of this Agreement. Other than as set out Section 3.1(jj)(vii) of the Company Disclosure, to the knowledge of the Company, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability; (viii) Neither the Company nor its subsidiary has received from any person or Governmental Authority any demand, direction, order, notice or prosecution with respect to any Environmental Laws applicable to the Company, any Company subsidiary or any of the Company Properties and neither the Company nor its subsidiary have settled any allegation of non-compliance with Environmental Laws; and (ix) The Company and its subsidiary have included in the Company Due Diligence Information true and complete copies of all environmental audits, data, assessments, studies, tests and other information which are within the possession or control of the Company or its subsidiary relating to: (A) the Company Properties; (B) the condition of the Environment and environmental matters at the Company Properties; and (C) all liabilities arising or reasonably likely to arise from or in relation to the use or environmental condition of the Company Properties and all other assets currently or previously owned or used by the Company or its subsidiary.

Environment. Except as set out in Section 3.1(dd) of the Company Disclosure Letter: (i) The Company and its subsidiaries have carried on their operations in material compliance with all applicable Environmental Laws and the Exeter Company Properties and assets of the Company and its subsidiaries comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the Company or its subsidiariesEffect. (ii) Neither Other than as reflected in the Company Public Disclosure Record, neither the Company nor any of its subsidiaries is subject to any material contingent or other liability relating to (aA) the restoration or rehabilitation of land, water or any other part of the environment, (B) mine closure, reclamation, remediation or other post-operational requirements, or (bC) non-compliance with Environmental Laws. (iii) The Exeter Company Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and or except to the extent that such non-compliance would not reasonably be expected to have a Company Material Adverse Effect on the Company or its subsidiariesEffect. Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Company Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Company Material Adverse Effect on the Company or its subsidiariesEffect. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Exeter Company Properties by the Company or its subsidiaries have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have a Company Material Adverse Effect on the Company or its subsidiariesEffect. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Company Property, except in material compliance with all Environmental Laws. (iv) Neither the Company nor its subsidiaries has treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any locationlocation except in compliance with all Environmental Laws and Permits, and no such location is: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Laws. No site or facility now or previously owned, operated or leased by the Company or its subsidiaries is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (v) Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Exeter Company Property in such a manner as: (A) would reasonably be expected to impose Liability liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability liability would not have a Company Material Adverse Effect on the Company or its subsidiariesEffect; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Company Property or any of the assets of the Company or its subsidiaries. (vi) Neither the Company nor any of its subsidiaries has received from any Person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability liability or potential Liability liability arising under any Environmental Law that is pending or to the knowledge of the Company, threatened against the Company as of the date of this Agreement. The Company is not aware of any facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability.

Environment. (i) The Company and its subsidiaries have carried on their operations Each Group Member is in material compliance with all applicable Environmental Laws and all Environmental Authorisations necessary in connection with the Exeter Properties ownership and assets comply with all applicable Environmental Laws, except to the extent that a operation of its business are in full force and effect where failure to do so would have a Material Adverse Effect. (ii) There are no circumstances which could reasonably be expected to prevent or interfere with any Group Member being in such compliance, individually compliance with any Environmental Law or obtaining or being in compliance with any Environmental Authorisations in the aggregate, future where failure to so comply would not have or could reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. (ii) Neither the Company nor any of its subsidiaries is subject to any material contingent or other liability relating to (a) the restoration or rehabilitation of land, water or any other part of the environment, or (b) non-compliance with Environmental LawsEffect. (iii) The Exeter Properties No material unbudgeted investment is necessary to obtain or renew any Environmental Authorisation or comply with any Environmental Law where failure to so obtain, renew or comply would have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not could reasonably be expected to have a Material Adverse Effect on Effect. (iv) There are no circumstances which might be likely to result in any person (including a regulatory authority) taking any legal proceedings or other action against any Group Member (and no such proceedings or other action is pending or threatened) under any Environmental Laws including remedial action or the Company revocation, suspension, variation or its subsidiaries. Neither the Company nor any of its subsidiaries has caused or permitted the Release non-renewal of any Hazardous Substances atEnvironmental Authorisation where any such proceedings, inif determined against the relevant Group Member has, on, under or from any Exeter Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to would be in such compliance would not be reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Exeter Properties by the Company or its subsidiaries have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Property, except in material compliance with all Environmental Laws. (iv) Neither the Company nor its subsidiaries has treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Laws. No site or facility now or previously owned, operated or leased by the Company or its subsidiaries is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial ActionEffect. (v) Neither the Company nor Except as disclosed in any Certificate of its subsidiaries Title, no Dangerous Substance has caused been used, disposed of, generated, stored, transported, dumped, released, deposited, buried or permitted the Release of emitted at, on, from or under any Hazardous Substances on site or to premises (whether or not owned, leased, occupied or controlled by a Group Member and including any Exeter Property in off-site waste management or disposal location utilised by a Group Member) where such a manner as: (A) circumstances would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on the Company or its subsidiaries; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Property or any of the assets of the Company or its subsidiariesEffect. (vi) Neither the Company nor any of its subsidiaries has received from any Person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date of this Agreement.

Environment. (i) The Company and its subsidiaries Subsidiaries are carrying on and have for the last five (5) years carried on their operations in material compliance with all applicable Environmental Laws and the Exeter Properties Material Property and assets comply in all material respects with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. (ii) Neither the The Company nor any of and its subsidiaries is Subsidiaries are not subject to any material actual liability or, to the knowledge of the Company, any material potential or contingent or other liability liability, relating to (a) the restoration or rehabilitation of land, water or any other part of the environmentRemedial Action, or (b) non-compliance with Environmental Laws. (iii) The Exeter Properties have Material Property has not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to Laws. To the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site knowledge of the Exeter Properties by the Company or its subsidiaries have been handledCompany, recycled, disposed of, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There there are no Hazardous Substances at, in, on, under or migrating to or from any Exeter Property, except the Material Property in excess of applicable limits pursuant to Environmental Laws or which would reasonably be expected to result in material compliance with all Environmental Lawsliability of the Company or its Subsidiaries. (iv) Neither the The Company nor and its subsidiaries has Subsidiaries have not treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location: location or in a manner that would reasonably be expected to result in material liability of the Company or its Subsidiaries. (Av) To the knowledge of the Company, the Material Property is not listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; Authority nor proposed for listing on any such list. (Bvi) to Neither the Company nor any of its Subsidiaries have received nor have they been advised that they will receive from any person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, liability or responsibility arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; (C) which the Material Property is the not subject of to enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or any of its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Laws. No site or facility now or previously owned, operated or leased by the Company or its subsidiaries is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial ActionSubsidiaries. (vvii) Neither the Company nor any of its subsidiaries has caused Subsidiaries have assumed or permitted retained any material liability or obligation pertaining to environmental matters as a result of the Release acquisition or disposition of any Hazardous Substances on assets or real property. (viii) All reports and material documents relating to any Exeter Property in such a manner as: (A) would reasonably be expected to impose Liability for cleanupenvironmental matters affecting the Company, natural resource damagesits Subsidiaries, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on the Company or its subsidiaries; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance their respective business or the expropriation of any Exeter Material Property which are in the possession or any of under the assets control of the Company or its subsidiaries. (vi) Neither the Company nor any of its subsidiaries has received from any Person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of Subsidiaries have been provided to the date of this AgreementParent and Purchaser.

Environment. (i) The Company Purchaser and its subsidiaries subsidiary have carried on and are currently carrying on their operations in material compliance with all applicable Environmental Laws and the Exeter Purchaser Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect on the Company Purchaser or its subsidiaries.subsidiary; (ii) Each of the Purchaser and its subsidiary have obtained from the relevant Governmental Authorities, and are in compliance in all material respects with, any Environmental Approvals required to conduct their current businesses and such Environmental Approvals remain valid and in good standing on the date hereof; (iii) Neither the Company Purchaser nor any of its subsidiaries subsidiary is subject to any material contingent or other liability relating to (aA) Remedial Action, the restoration or rehabilitation of land, water or any other part of the environment, (B) mine closure, reclamation, remediation or other post operational requirements, or (bC) non-compliance with Environmental Laws.; (iiiiv) The Exeter Purchaser Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, discharge, release, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Purchaser Material Adverse Effect on the Company or its subsidiariesEffect. Neither the Company Purchaser nor any of its subsidiaries subsidiary has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Purchaser Property, except in compliance, individually or in the aggregate, compliance with all Environmental Laws, except where the failure to be in such compliance for Releases that would not be reasonably be expected to have a Purchaser Material Adverse Effect on the Company or its subsidiariesEffect. All Hazardous Substances handled, recycled, disposed of, discharged, released, treated or stored on or off site of the Exeter Purchaser Properties by the Company Purchaser or its subsidiaries subsidiary have been handled, recycled, disposed of, discharged, released, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Purchaser Material Adverse Effect on the Company or its subsidiariesEffect. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Purchaser Property, except in material compliance with all Environmental Laws.; (ivv) Neither To the Company knowledge of the Purchaser, neither the Purchaser nor its subsidiaries subsidiary has treated or treated, disposed of, discharged, released, or arranged for the treatment treatment, disposal, discharge or disposal release of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company Purchaser or its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Lawssubsidiary. No site or facility now or previously owned, operated or leased by the Company Purchaser or its subsidiaries subsidiary is listed or, to the knowledge of the CompanyPurchaser, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.; (vvi) Neither the Company Purchaser nor any of its subsidiaries subsidiary has caused or permitted the Release of any Hazardous Substances on or to any Exeter Purchaser Property in such a manner as: (A) would reasonably be expected to impose Liability liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability liability would not have a Purchaser Material Adverse Effect on the Company or its subsidiariesEffect; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Purchaser Property or any of the assets of the Company Purchaser or its subsidiaries.subsidiary; and (vivii) Neither the Company Purchaser nor any of its subsidiaries subsidiary has received from any Person person or Governmental Authority any notice, formal or informal, or threatened notice, of any proceeding, action or other claim, Liability liability or potential Liability liability arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of the Purchaser, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability. (viii) Neither the Purchaser nor its subsidiary has received from any person or Governmental Authority any demand, direction, order, notice or prosecution with respect to any Environmental Laws applicable to the Purchaser, its subsidiary or any of the Purchaser Properties; and (ix) The Purchaser and its subsidiary have delivered to the Company true and complete copies of all environmental audits, data, assessments, studies, tests and other information which are within the possession or control of the Purchaser or its subsidiary relating to: (A) the Purchaser Properties; (B) the condition of the Environment and environmental matters at the Purchaser Properties; and (C) all liabilities arising or reasonably likely to arise from or in relation to the use or environmental condition of the Purchaser Properties and all other assets currently or previously owned or used by the Purchaser or its subsidiary.

Environment. (i) The Company Purchaser and its subsidiaries have carried on and are currently carrying on their operations in material compliance with all applicable Environmental Laws and the Exeter Purchaser Material Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect on the Company or its subsidiariesEffect. (ii) Neither the Company nor any of its subsidiaries is subject to any material contingent or other liability relating to (a) the restoration or rehabilitation of land, water or any other part of the environment, or (b) non-compliance with Environmental Laws. (iii) The Exeter Purchaser Material Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose ofRelease, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Purchaser Material Adverse Effect on the Company Purchaser or its subsidiaries. Neither the Company Purchaser nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Purchaser Material Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance for Releases that would not be reasonably be expected to have a Purchaser Material Adverse Effect on the Company Purchaser or its subsidiaries. All Hazardous Substances handled, recycled, disposed ofReleased, treated or stored on or off site of the Exeter Purchaser Material Properties by the Company Purchaser or its subsidiaries have been handled, recycled, disposed ofReleased, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Purchaser Material Adverse Effect on the Company Purchaser or its subsidiaries. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Property, except in material compliance with all Environmental Laws. (iviii) Neither To the Company knowledge of the Purchaser, neither the Purchaser nor any of its subsidiaries has treated or disposed ofReleased, or arranged for the treatment or disposal Release of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim Proceeding against the Company Purchaser or any of its subsidiaries, except to the extent that such non-compliance would not have a Purchaser Material Adverse Effect on the Purchaser or its subsidiaries; or (D) which does not have . To the appropriate Permits according to knowledge of the applicable Laws. No Purchaser, no site or facility now or previously owned, operated or leased by the Company Purchaser or any of its subsidiaries is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action, except to the extent such listing would not have a Purchaser Material Adverse Effect on the Purchaser or its subsidiaries. (viv) Neither the Company Purchaser any nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Exeter Purchaser Material Property in such a manner as: (A) would reasonably be expected to impose Liability liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability liability would not have a Purchaser Material Adverse Effect on the Company Purchaser or its subsidiaries; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance Lien or the expropriation of any Exeter Purchaser Material Property or any of the assets of the Company Purchaser or its subsidiaries. (viv) Neither the Company Purchaser nor any of its subsidiaries has received from any Person or Governmental Authority any written notice, formal or informalthe knowledge of the Purchaser, other notice of any proceedingmaterial Proceeding, action or other claim, Liability liability or potential Liability liability arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of the Purchaser, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability.

Environment. (i) The Company and its subsidiaries have carried on and are currently carrying on their operations in material compliance with all applicable Environmental Laws and the Exeter Company Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or each case in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiariesall material respects. (ii) Each of the Company and its subsidiaries have obtained from the relevant Governmental Authorities, and are in compliance with, any Environmental Approvals required to conduct their previous and current businesses and such Environmental Approvals remain valid and in good standing on the date hereof. (iii) Neither the Company nor any of its subsidiaries is subject to any material contingent or other liability relating to (aA) the restoration or rehabilitation of land, water or any other part of the environment, (B) mine closure, reclamation, remediation or other post operational requirements, or (bC) non-compliance with Environmental Laws, except for those required by their Environmental Approvals. (iiiiv) The Exeter Company Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, discharge, release, transfer, produce or process Hazardous Substances, except in material compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiariesLaws. Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Company Property, except in compliance, individually or in the aggregate, material compliance with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. All Hazardous Substances handled, recycled, disposed of, discharged, released, treated or stored on or off site of the Exeter Company Properties by the Company or any of its subsidiaries have been handled, recycled, disposed of, discharged, released, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Company Property, except in material compliance with all Environmental Laws. (ivv) Neither the Company nor any of its subsidiaries has treated or treated, disposed of, discharged, released, or arranged for the treatment treatment, disposal, discharge or disposal release of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or any of its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Laws. No site or facility now or previously owned, operated or leased by the Company or any of its subsidiaries is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (vvi) Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Exeter Company Property in such a manner as: (A) would reasonably be expected to impose Liability liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability liability would not have a Material Adverse Effect on be material to the Company or and its subsidiaries; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Company Property or any of the assets of the Company or any of its subsidiaries. (vivii) Neither the Company nor any of its subsidiaries has received from any Person person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability liability or potential Liability liability arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of the Company, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability.

Environment. 12.20.1 Except as disclosed in Schedule "P" hereto, there are no existing claims, demands, damages, expenses, suits, proceedings, actions, negotiations or causes of action of any nature whatsoever, whether threatened in writing or pending, against any member of the Restricted Group arising out of the presence on any property owned or controlled by the Restricted Group, either past or present, of any Hazardous Substance, or out of any past or present activity conducted on any property now owned by the Restricted Group, whether or not conducted by the Restricted Group, involving Hazardous Substances which would reasonably be expected to result in a Material Adverse Change; 12.20.2 To the best of the knowledge of the Borrowers, LLC and IPG and except as disclosed in Schedule "P" hereto, after due enquiry: (ia) The Company there is no Hazardous Substance existing on or under any property of the Restricted Group which constitutes a violation of any Environmental Law for which an owner or person in control of a property may be held liable and its subsidiaries have which could reasonably be expected to result in a Material Adverse Change; (b) the business of the Restricted Group is being carried on their operations so as to be in compliance in all material compliance ways with all applicable Environmental Laws and all Laws applicable to health and safety matters; (c) no Hazardous Substance has been spilled or emitted in reportable quantities into the Exeter Properties and assets comply environment from any property owned or controlled by any member of the Restricted Group which could reasonably be expected to result in a Material Adverse Change; (d) there are no pending or proposed changes to the Environmental Laws which would render illegal or restrict the manufacture or sale of any products manufactured or sold or services provided by the Restricted Group which would reasonably be expected to result in a Material Adverse Change; (e) compliance by the members of the Restricted Group with all applicable current Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, Laws would not reasonably be expected to have result in a Material Adverse Effect on the Company or its subsidiaries.Change; (iif) Neither no member of the Company nor any of its subsidiaries Restricted Group is subject to in default in filing any material contingent report or other liability relating information with any governmental authority as required pursuant to Environmental Laws; and (ag) the restoration or rehabilitation of land, water or any other part each member of the environmentRestricted Group has maintained, or (b) non-compliance with Environmental Laws. (iii) The Exeter Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with respects, all environmental and operating documents and records substantially in the manner required by all Environmental Laws and except to Laws. As at the extent that such non-compliance would not Closing Date, none of the facts described in Schedule "P" would, in the opinion of the Restricted Group, reasonably be expected to have result in a Material Adverse Effect on the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Exeter Properties by the Company or its subsidiaries have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Property, except in material compliance with all Environmental LawsChange. (iv) Neither the Company nor its subsidiaries has treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Laws. No site or facility now or previously owned, operated or leased by the Company or its subsidiaries is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (v) Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Exeter Property in such a manner as: (A) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on the Company or its subsidiaries; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Property or any of the assets of the Company or its subsidiaries. (vi) Neither the Company nor any of its subsidiaries has received from any Person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date of this Agreement.

Environment. (i) i. The Company and its subsidiaries Purchased Corporations have carried on their operations in material compliance with all applicable Environmental Laws Standards and the Exeter Properties Homestake Property and assets and any other properties owned or held by Homestake comply with all applicable Environmental LawsStandards, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiariesEffect. (ii) Neither the Company nor any of its subsidiaries is . The Purchased Corporations not subject to any material contingent or other liability relating to (aA) the restoration or rehabilitation of land, water or any other part of the environmentHomestake Property, or (bB) non-compliance noncompliance with Environmental LawsStandards. (iii) . The Exeter Properties Purchased Corporations are in compliance in all material respects with any rehabilitation and closure obligations, for which it is responsible pursuant to Applicable Law with respect to the Homestake Property and any property formerly owned by a Purchased Corporation. The Homestake Financial Statements set forth accurate accruals for all such rehabilitation and closure obligations. iv. None of the Homestake Property or any other properties owned or held by the Purchased Corporations, have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to Standards. To the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site knowledge of the Exeter Properties by the Company or its subsidiaries have been handledVendor, recycled, disposed of, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There there are no Hazardous Substances at, in, on, under or migrating from any Exeter the Homestake Property, except in material compliance with all Environmental Laws. (iv) Neither the Company nor its subsidiaries has v. The Purchased Corporations have not treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action remedial action issued by any Governmental Authority; (B) to the knowledge of the CompanyVendor, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Actionremedial action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or its subsidiaries; or (D) which does not have Purchased Corporations. To the appropriate Permits according to knowledge of the applicable Laws. No Vendor, no site or facility now or previously owned, operated or leased by the Company or its subsidiaries Homestake is listed or, to the knowledge of the CompanyVendor, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action remedial action or is the subject of Remedial Actionremedial action. (v) Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Exeter Property in such a manner as: (A) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would vi. The Purchased Corporations have not have a Material Adverse Effect on the Company or its subsidiaries; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Property or any of the assets of the Company or its subsidiaries. (vi) Neither the Company nor any of its subsidiaries has received from any Person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law Standard that is pending as of the date of this Agreement.

Environment. (i) The Company and its subsidiaries have carried on and are currently carrying on their operations in material compliance with all applicable Environmental Laws and the Exeter Company Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or each case in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiariesall material respects. (ii) Each of the Company and its subsidiaries have obtained from the relevant Governmental Authorities, and are in material compliance with, any Environmental Approvals required to conduct their previous and current businesses and such Environmental Approvals remain valid and in good standing on the date hereof. (iii) Neither the Company nor any of its subsidiaries is subject to any material contingent or other liability relating to (aA) the restoration or rehabilitation of land, water or any other part of the environment, (B) mine closure, reclamation, remediation or other post operational requirements, or (bC) non-compliance with Environmental Laws, except for those required by their Environmental Approvals. (iiiiv) The Exeter Company Properties have not been used to generate, manufacture, refine, exploit, treat, recycle, transport, store, handle, dispose of, discharge, release, transfer, produce or process Hazardous Substances, except in material compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Company or its subsidiariesLaws. Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Exeter Company Property, except in compliance, individually or in the aggregate, material compliance with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries. All Hazardous Substances handled, recycled, disposed of, discharged, released, treated or stored on or off site of the Exeter Company Properties by the Company or any of its subsidiaries have been handled, recycled, disposed of, discharged, released, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably likely to have a Material Adverse Effect on the Company or its subsidiaries. There are no Hazardous Substances at, in, on, under or migrating from any Exeter Company Property, except in material compliance with all Environmental Laws. (ivv) Neither the Company nor any of its subsidiaries has treated or treated, disposed of, discharged, released, or arranged for the treatment treatment, disposal, discharge or disposal release of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against the Company or any of its subsidiaries; or (D) which does not have the appropriate Permits according to the applicable Laws. No site or facility now or previously owned, operated or leased by the Company or any of its subsidiaries is listed or, to the knowledge of the Company, is proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (vvi) Neither the Company nor any of its subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any Exeter Company Property in such a manner as: (A) would reasonably be expected to impose Liability liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability liability would not have a Material Adverse Effect on be material to the Company or and its subsidiaries; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Exeter Company Property or any of the assets of the Company or any of its subsidiaries. (vivii) Neither the Company nor any of its subsidiaries has received from any Person person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, Liability liability or potential Liability liability arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of the Company, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability.