Common use of Environmental Liability Clause in Contracts

Environmental Liability. The Company, the Bank and the Subsidiaries have, and at the Closing Date will have complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liability.

Environmental Liability. The Company, the Bank Company and the its Subsidiaries havehave at all times, and at the Closing Date will have have, complied in all material respects with all lawsLaws, regulations, ordinances ordinances, requirements of any Governmental Entity, and orders relating to public health, safety or the environment (“Environmental Laws”) (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos asbestos, mold or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminantsof, or to exposure to, any substance regulated pursuant to any Environmental Law, including any hazardous substances, pollutants, contaminants, toxic, hazardous or other controlled, prohibited or regulated substancessubstances (“Hazardous Substances”), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement). In addition, and irrespective of such compliance, none of neither the Company, the Bank or Company nor any of the its Subsidiaries is subject to any liability for any exposure to any Hazardous Substance or any contamination, environmental remediation or clean-up, up obligations pursuant to any Environmental Law including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended 1980 (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amendedin each case which liability, which liability individually or in the aggregate, would or might reasonably be expected to have a material impact on the consummation of the transactions contemplated by this Agreement. There is are no legal, administrative, arbitral or other proceedingproceedings, claimclaims, action actions or notice notices of any nature seeking to impose, or that could would reasonably be expected to result in the imposition of, on the Company, the Bank Company or any Subsidiaryof its Subsidiaries, any liability or obligation of the Company, the Bank Company or any Subsidiary of its Subsidiaries with respect to any environmental health or safety matter or any Environmental Law. There is no private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, Environmental Law pending or, to the Knowledge of the Company’s knowledge, threatened against the Company, the Bank Company or any Subsidiary of its Subsidiaries or any property in which the Company, the Bank Company or any Subsidiary of its Subsidiaries has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Companyinterest, the Bank or any Subsidiary; to the Company’s knowledge, Knowledge of the Company there is no reasonable basis for, or circumstances that could would reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to neither the Company’s knowledge, none Company nor any of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum or Order by or with any Governmental Entity or any indemnity or other Contract with any third party that could would reasonably be expected to impose any such environmental obligation or liability. No property currently or formerly owned or operated by the Company or any of its Subsidiaries was contaminated with any Hazardous Substance during or prior to such period of ownership or operation in a manner that would result in any liability that could reasonably be expected to have, individually or in the aggregate, a material impact on the Company or any of its Subsidiaries, taken as a whole, or a material impact on the consummation of the transactions contemplated by this Agreement. The Company has made available to Purchaser copies of all material environmental reports, studies, assessments, sampling data and other material environmental documents in its possession as of the date hereof relating to the Company, its Subsidiaries or their current or former properties and properties in which the Company or any of its Subsidiaries has taken a security interest having a book value in excess of $1,000,000. Each of the Company and each of its Subsidiaries complies with all FDIC guidelines concerning environmental due diligence and risk management in lending, loan administration, workout and foreclosure activities including FDIC Bulletin FIL-14-93, and update FIL-98-2006.

Environmental Liability. The To the Company’s Knowledge, the Company, the Bank and the Subsidiaries have, and at the Closing Date will have have, complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), pending or, to the Company’s knowledgeKnowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any SubsidiaryCompany Material Adverse Effect; to the Company’s knowledgeKnowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledgeKnowledge, none of the Company, the Bank or any Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liability.

Environmental Liability. The CompanyThere are no legal, the Bank and the Subsidiaries haveadministrative, and at the Closing Date will have complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous arbitral or other controlledproceedings, prohibited claims, actions, causes of action, environmental investigations or regulated substances), the violation remediation activities or governmental investigations of which would or might have a material impact any nature seeking to impose on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank CAX or any of its Subsidiaries, or that reasonably could be expected to result in the imposition on CAX or any of its Subsidiaries is subject to any liability for environmental remediation or clean-upof, including any liability or class of liability obligation arising under applicable statutory or common law standards relating to pollution or protection of the lessee environment, human health or safety, or under any local, state or federal environmental statute, regulation, ordinance, decree, judgment or order relating to pollution, protection of the environment or human health and safety including, without limitation, the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, as amended (“CERCLA”collectively, the "Environmental Laws"), pending or, to the knowledge of CAX, threatened, against CAX or any of its Subsidiaries, with such exceptions as would not, individually or in the Resource Conservation and Recovery Act of 1976aggregate, as amended, which liability would or might reasonably be expected to have a material impact Material Adverse Effect on CAX. Each of CAX and each of its Subsidiaries is, and each former Subsidiary of CAX was, for so long as such Subsidiary was a Subsidiary of CAX, in compliance with all Environmental Laws and has or at such time had all permits required under Environmental Laws, with such exceptions as would not, individually or in the consummation of the transactions contemplated by this Agreement. There aggregate, reasonably be expected to have a Material Adverse Effect on CAX and there is no legal, administrative, arbitral or other basis for any proceeding, claim, action or notice of governmental investigation under any nature seeking to impose, or Environmental Law that could result in the imposition of, on the Company, the Bank or any Subsidiary, would impose any liability or obligation of on CAX or its Subsidiaries based on any failure to have, obtain or comply with such permits or failure to comply with any Environmental Laws, with such exceptions as would not individually or in the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would aggregate reasonably be expected to have a material impact Material Adverse Effect on the Company, the Bank or CAX. Neither CAX nor any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement (including any indemnification agreement), order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that could impose any such environmental obligation would, individually or liabilityin the aggregate, reasonably be expected to have a Material Adverse Effect on CAX.

Environmental Liability. The Company, the Bank (a) Each of Company and the its Subsidiaries have, and at the Closing Date will have complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwaterand, to the withdrawal or use Knowledge of groundwater, Company (except as set forth in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of business to the use, handling or disposal a third party that is not an Affiliate of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substancesCompany), the violation of any property in which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank Company or any of the its Subsidiaries holds a security interest, is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive in material compliance with all Environmental Response, Compensation and Liability Act of 1980, as amended Laws. (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. b) There is are no legal, administrative, arbitral or other proceedings, claims or actions pending, or, to the Knowledge of Company, threatened against Company or any of its Subsidiaries, nor to the Knowledge of Company are there governmental or third-party environmental investigations or remediation activities or governmental investigations pending or threatened against Company or any of its Subsidiaries, in each case that seek to impose or that could reasonably be expected to result in the imposition, on Company or any of its Subsidiaries, of any liability or obligation arising under any Environmental Law which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to Company and its Subsidiaries, taken as a whole. To the Knowledge of Company, there is no reasonable basis for any such proceeding, claim, action or notice of any nature seeking to impose, or governmental investigation that could result in the imposition of, on the Company, the Bank or any Subsidiary, would impose any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had that would be or would reasonably be expected to have be, individually or in the aggregate, material to Company and its Subsidiaries, taken as a material impact on whole. (c) To the Knowledge of Company, the Bank there has been no release or threatened release of any hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any property currently owned, managed, or operated by Company or any Subsidiary; to of its Subsidiaries or, during the Company’s knowledgetime of ownership, there is no reasonable basis formanagement, or circumstances that could reasonably be expected to give rise tooperation, any such proceedingproperty formerly owned, claimmanaged, action, investigation or remediation; operated by Company or its Subsidiaries. (d) Company and to the Company’s knowledge, none each of the Company, the Bank or any Subsidiary is its Subsidiaries are not subject to any agreementany, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity Entity, Regulatory Authority or third party imposing any liability or obligation with respect to Environmental Law that could impose would reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries. There has been no written third-party environmental site assessment conducted since January 1, 2011 assessing the presence of hazardous materials located on any such property owned or leased by Company or any of its Subsidiaries that is within the possession or control of Company and its Subsidiaries as of the date of this Agreement that has not been made available to Parent prior to the date of this Agreement. (e) The representations and warranties made pursuant to this Section 3.18 are the exclusive representations and warranties by Company regarding any environmental obligation or liabilitymatter, including any matter related to Environmental Law.

Environmental Liability. The Company, the Bank (i) Each of Parent and the its Subsidiaries have, and at the Closing Date will have complied is in all material respects compliance with all laws, regulations, ordinances applicable federal and orders state laws and regulations relating to public health, safety pollution or protection of the environment (including without limitation all lawslimitation, regulations, ordinances laws and orders regulations relating to releasesemissions, discharges, emissions releases and threatened releases of Hazardous Materials (as hereinafter defined)), or disposals to air, water, land or groundwater, otherwise relating to the withdrawal or use of groundwatermanufacture, to the processing, distribution, use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal disposal, transport or management handling by each of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation Parent and its Subsidiaries of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended Hazardous Materials; (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. ii) There is no legal, administrative, arbitral or other proceedingsuit, claim, action action, proceeding, investigation or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledgeknowledge of Parent, threatened against the Company(or past or present actions or events that, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledgeknowledge of Parent, there is no reasonable could form the basis for, or circumstances that could reasonably be expected to give rise to, of any such proceedingsuit, claim, action, proceeding, investigation or remediation; and to the Company’s knowledgenotice), none of the Company, the Bank in which Parent or any Subsidiary of Parent has been or, with respect to threatened suits, claims, actions, proceedings, investigations or notices may be, named as a defendant (x) for alleged material noncompliance (including by any predecessor) with any environmental law, rule or regulation or (y) relating to any material release or threatened release into the environment of any Hazardous Material, occurring at or on a site owned, leased or operated by Parent or any Subsidiary of Parent, or to the knowledge of Parent, relating to any material release or threatened release into the environment of any Hazardous Material, occurring at or on a site not owned, leased or operated by Parent or any Subsidiary of Parent; (iii) During the period of Parent’s or any of its Subsidiaries’ ownership or operation of any of its properties, there has not been any material release by Parent or any of its Subsidiaries of Hazardous Materials in, on, under or affecting any such property; (iv) To the knowledge of Parent, neither Parent nor any Subsidiary of Parent has made or participated in any loan to any person who is subject to any agreementsuit, orderclaim, judgmentaction, decreeproceeding, letter investigation or memorandum by notice, pending or threatened, with respect to (i) any alleged material noncompliance as to any property securing such loan with any Governmental Entity environmental law, rule or third party that could impose regulation or (ii) the release or the threatened release into the environment of any Hazardous Material at a site owned, leased or operated by such environmental obligation or liabilityperson on any property securing such loan.

Environmental Liability. The Company, the Bank (i) Each of Company and the its Subsidiaries have, and at the Closing Date will have complied is in all material respects compliance with all laws, regulations, ordinances applicable federal and orders state laws and regulations relating to public health, safety pollution or protection of the environment (including without limitation all lawslimitation, regulations, ordinances laws and orders regulations relating to releasesemissions, discharges, emissions releases and threatened releases of Hazardous Materials (as hereinafter defined)), or disposals to air, water, land or groundwater, otherwise relating to the withdrawal or use of groundwatermanufacture, to the processing, distribution, use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal disposal, transport or management handling by each of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation Company and its Subsidiaries of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended Hazardous Materials; (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. ii) There is no legal, administrative, arbitral or other proceedingsuit, claim, action action, proceeding, investigation or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the knowledge of Company’s knowledge, threatened against (or past or present actions or events that, to the knowledge of the Company, could form the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result basis of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceedingsuit, claim, action, proceeding, investigation or remediation; and to the Company’s knowledgenotice), none of the Company, the Bank in which Company or any Subsidiary of Company has been or, with respect to threatened suits, claims, actions, proceedings, investigations or notices may be, named as a defendant (x) for alleged material noncompliance (including by any predecessor) with any environmental law, rule or regulation or (y) relating to any material release or threatened release into the environment of any Hazardous Material, occurring at or on a site owned, leased or operated by Company or any Subsidiary of Company, or to the knowledge of Company, relating to any material release or threatened material release into the environment of any Hazardous Material, occurring at or on a site not owned, leased or operated by Company or any Subsidiary of Company; (iii) During the period of Company’s or any of its Subsidiaries’ ownership or operation of any of its properties, there has not been any material release by Company or any of its Subsidiaries of Hazardous Materials in, on, under or affecting any such property; (iv) To the knowledge of Company, neither Company nor any Subsidiary of Company has made or participated in any loan to any person who is subject to any agreementsuit, orderclaim, judgmentaction, decreeproceeding, letter investigation or memorandum by notice, pending or threatened, with respect to (i) any alleged material noncompliance as to any property securing such loan with any Governmental Entity environmental law, rule or third party that could impose regulation or (ii) the material release or threatened material release into the environment of any Hazardous Material at a site owned, leased or operated by such person on any property securing such loan. (v) For purposes of this Agreement, the term “Hazardous Material” means any hazardous waste, petroleum product, polychlorinated biphenyl, chemical, pollutant, contaminant, pesticide, radioactive substance or other toxic material, or other material or substance (in each such case, other than small quantities of such substances in retail containers) regulated under any applicable environmental obligation or liabilitypublic health statute, law, ordinance, rule or regulation.

Environmental Liability. The Company, the Bank and the Subsidiaries have, and at the Closing Date will have have, complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any SubsidiaryMaterial Adverse Effect; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liability.

Environmental Liability. The CompanyExcept as set forth in Section 4.19 of the Company Disclosure Schedule, neither the Bank and the Company nor any of its Subsidiaries havehas received any written notice of any legal, and at the Closing Date will have complied in all material respects with all lawsadministrative, regulationsarbitral or other proceedings, ordinances and orders relating to public healthclaims, safety or the environment (including without limitation all lawsactions, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwatercauses of action or, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably be expected to result in the Bank imposition, on the Company or any of the its Subsidiaries is subject to any liability for environmental remediation or clean-up, including of any liability or class of liability obligation arising under common law standards relating to protection of the lessee environment or human health, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, “CERCLAEnvironmental Laws”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have result in a material impact on Company Material Adverse Effect. During, or, to the Knowledge of the Company, prior to the Bank period of, (a) its or any Subsidiary; to of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the Company’s knowledgemanagement of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there is were no reasonable basis forreleases or threatened releases of hazardous, toxic, radioactive or circumstances that could dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to give rise to, result in a Company Material Adverse Effect. Neither the Company nor any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party Person imposing any material liability or obligation pursuant to or under any Environmental Law that could impose would reasonably be expected to result in a Company Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such environmental obligation non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws.

Environmental Liability. The Company, the Bank Company and the its Subsidiaries have, and at the Closing Date will have complied are in compliance in all material respects with all laws, regulations, ordinances and orders Laws relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders Laws relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), except for such violations the violation results of which would not reasonably be expected to result in damages or might have a material expenses in excess of $10,000 individually or $25,000 in the aggregate or that would not materially impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action action, investigation, remediation or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank Company or any Subsidiaryof its Subsidiaries, any liability or obligation of the Company, the Bank Company or any such Subsidiary with respect to any environmental environmental, health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinanceLaw, including CERCLAthe Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or, to the Company’s knowledgeKnowledge, threatened against the Company, the Bank Company or any Subsidiary of its Subsidiaries or any property in which the Company, the Bank Company or any Subsidiary of its Subsidiaries has taken a security interest the result of which has had or would reasonably be expected to have a material impact on result in damages or expenses in excess of $10,000 individually or $25,000 in the Company, the Bank or any Subsidiaryaggregate; to the Company’s knowledgeKnowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation investigation, remediation or remediationnotice; and and, to the Company’s knowledgeKnowledge, none of the Company, the Bank Company or any Subsidiary of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liability.

Environmental Liability. Except as set forth in Section 4.12 of the Target Disclosure Schedule or as could not reasonably be expected to result in liabilities that have a Target Material Adverse Effect: (a) The Company, the Bank businesses of Target and the its Subsidiaries have, have been and at the Closing Date will have complied are operated in all material respects compliance with all applicable federal, state and local environmental protection, health and safety or similar laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, ordinances and orders relating to public healthpermit conditions, safety or the environment (including without limitation all lawsinjunctive obligations, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In additionstandard, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-uplegal requirements, including any liability or class of liability of the lessee under common law and the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act of 1980Act, and Emergency Planning and Community Right to Know Act, each as amended and currently in effect (together, “CERCLAEnvironmental Laws”). (b) Neither Target nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”), except in material compliance with all Environmental Laws, and, to Target’s knowledge, no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility owned, leased or operated by Target or any of its Subsidiaries except in material compliance with all Environmental Laws. (c) Neither Target nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, to the Resource Conservation and Recovery Act knowledge of 1976Target, as amendedany other communication alleging or concerning any material violation by Target or any of its Subsidiaries of, which or responsibility or liability would of Target or might have a material impact on the consummation any of the transactions contemplated by this Agreementits Subsidiaries under, any Environmental Law. There is are no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to imposepending, or that could result in to the imposition ofknowledge of Target, on the Companythreatened, the Bank claims, suits, actions, proceedings or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary investigations with respect to any environmental health the businesses or safety matter operations of Target or any private of its Subsidiaries alleging or governmentalconcerning any material violation of, environmental health or safety investigation responsibility or remediation activity liability under, any Environmental Law, nor does Target have any knowledge of any nature arising fact or condition that could give rise to such a claim, suit, action, proceeding or investigation. (d) Target and its Subsidiaries are in possession of and are in compliance with all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, all Environmental Laws required for the operation of the businesses of Target and its Subsidiaries; there are no pending or, to the Companyknowledge of Target, threatened, actions, proceedings or investigations alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Target does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation regarding the violation of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations. (e) Without in any way limiting the generality of the foregoing, (i) to Target’s knowledge, all offsite locations where Target or any of its Subsidiaries has transported, released, discharged, stored, disposed or arranged for the disposal of Hazardous Substances are licensed and operating as required by law and (ii) no polychlorinated biphenyls (“PCBs”), PCB-containing items, asbestos-containing materials, or radioactive materials are used or stored at any property owned, leased or operated by Target or any of its Subsidiaries except in material compliance with Environmental Laws. (f) No claims have been asserted or, to Target’s knowledge, threatened to be asserted against the CompanyTarget or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of alleged exposure or otherwise related to Hazardous Substances used, the Bank handled, generated, transported or any Subsidiary disposed by Target or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liabilityits Subsidiaries.

Environmental Liability. The Company, Except as set forth in Section 4.19 of the Bank and the Subsidiaries have, and at the Closing Date will have complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwaterCompany Disclosure Schedule, to the withdrawal Knowledge of the Company neither the Company nor any of its Subsidiaries has received any written notice of any legal, administrative, arbitral or use other proceedings, claims, actions, causes of groundwateraction or, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably be expected to result in the Bank imposition, on the Company or any of the its Subsidiaries is subject to any liability for environmental remediation or clean-up, including of any liability or class of liability obligation arising under common law standards relating to protection of the lessee environment or human health, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, “CERCLAEnvironmental Laws”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have result in a material impact on Company Material Adverse Effect. To the Knowledge of the Company, during or prior to the Bank period of (a) its or any Subsidiary; to of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the Company’s knowledgemanagement of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there is were no reasonable basis forreleases or threatened releases of hazardous, toxic, radioactive or circumstances that could dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to give rise to, result in a Company Material Adverse Effect. Neither the Company nor any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party Person imposing any material liability or obligation pursuant to or under any Environmental Law that could impose would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and its Subsidiaries are in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such environmental obligation non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws.

Environmental Liability. The Company, the Bank (a) HFP and the each of its Subsidiaries have, and at the Closing Date will have complied are in all material respects compliance with all laws, regulations, ordinances Environmental Laws (as hereinafter defined) and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwaterneither HFP nor any of its Subsidiaries has received any written or, to the withdrawal HFP's Knowledge, oral, communication from any person or use Governmental Entity that alleges that HFP or any of groundwaterits Subsidiaries is not in compliance with Environmental Laws. HFP has no Knowledge of any past or present events, to the useconditions, handling circumstances, activities, practices, incidents, actions or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminantsplans that may interfere with, or to exposure to toxicprevent, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a future continued material impact compliance on the Company, the Bank or any Subsidiary or the consummation part of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank HFP or any of the Subsidiaries with Environmental Laws. (b) HFP and each of its Subsidiaries have obtained or applied for all material environmental permits necessary for the construction of their facilities or the conduct of their operations, and all such environmental permits are effective or, where applicable, a renewal application has been timely filed and is subject to pending agency approval, and HFP and its Subsidiaries are in material compliance with all terms and conditions of such environmental permits. HFP has no Knowledge of any liability for past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that may interfere with, or prevent, future continued compliance on the part of HFP or any of the Subsidiaries with the environmental remediation permits. HFP has no Knowledge of matters or clean-upconditions that would preclude reissuance or transfer of any environmental permit, including any liability amendment of such instrument, to Xxxxxx or class one of liability of the lessee under the Comprehensive its Subsidiaries where such action is necessary to maintain compliance with Environmental Response, Compensation and Liability Act of 1980, as amended Laws in all material respects. (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is c) HFP has no legal, administrative, arbitral or other proceeding, claim, action or notice Knowledge of any nature seeking current Environmental Law or environmental permit imposing any future requirement which could reasonably be expected to impose, or that could result in the imposition ofaccrual of a material cost. (d) Except as would not have, on individually or in the Companyaggregate, the Bank or any Subsidiarya HFP Material Adverse Effect, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, there is no Environmental Claim (as hereinafter defined) pending or, to the Company’s knowledgeKnowledge of HFP, threatened (i) against HFP or any of its Subsidiaries, (ii) against any person or entity whose liability for any Environmental Claim HFP or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, or (iii) against any real or personal property or operations which HFP or any of its Subsidiaries owns, leases or manages, in whole or in part. (e) HFP has no Knowledge of any Release (as hereinafter defined) of any Hazardous Material (as hereinafter defined) that would be reasonably likely to form the Companybasis of any Environmental Claim against HFP or any of its Subsidiaries, against any person or entity whose liability for any Environmental Claim HFP or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, against any person or entity that has executed a guarantee in favor of HFP or in which HFP has an equity interest or affecting any assets that are pledged as collateral to HFP. (f) HFP has no Knowledge, with respect to any predecessor of HFP or any of its Subsidiaries, of any Environmental Claim pending or threatened, or of any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim against HFP or any of its Subsidiaries. (g) HFP has disclosed to Xxxxxx all facts which HFP reasonably believes form the basis of a material current or future cost relating to any environmental matter affecting HFP and the Subsidiaries. (h) Neither HFP nor any of its Subsidiaries, nor, to the Knowledge of HFP, any owner of premises leased or operated by HFP or any of its Subsidiaries has received any notice with respect to such premises under federal, state, local or foreign law indicating past or present treatment, storage or disposal of Hazardous Materials or is engaging or has engaged in business operations involving the generation, transportation, treatment, recycling or disposal of any waste regulated under the Environmental Laws including radioactive materials or the nuclear power industry. (i) None of the properties owned, leased or operated by HFP, any of its Subsidiaries or, to the Knowledge of HFP, any predecessor thereof (i) is now or was in the past, listed on the National Priorities list of Superfund Sites, the Bank CERCLIS Information System, or any Subsidiary other comparable state or local environmental database or (ii) contains any property above ground or underground storage tanks. (j) The Merger will not require any governmental approvals under the Environmental Laws, including those that are triggered by sales or transfers of businesses or real property. (k) As used in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liability.this Section 3.24:

Environmental Liability. The Company, the Bank and the Subsidiaries have, and at the Closing Date will have complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any SubsidiaryMaterial Adverse Effect; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liability.

Environmental Liability. (i) The Company, the Bank Company and the its Subsidiaries havehave at all times, and at the Closing Date will have have, complied in all material respects with all lawsLaws, regulations, ordinances ordinances, requirements of any Governmental Entity, and orders relating to public health, safety or the environment (“Environmental Laws”), including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos asbestos, mold or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminantsof, or to exposure to, any substance regulated pursuant to any Environmental Law, including any hazardous substances, pollutants, contaminants, toxic, hazardous or other controlled, prohibited or regulated substancessubstances (“Hazardous Substances”), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. . (ii) In addition, and irrespective of such compliance, none of the Company, the (and to its Knowledge with respect to any real estate acquired by Company Bank or a Subsidiary of Company Bank through foreclosure or by deed in lieu of foreclosure) neither the Company nor any of the its Subsidiaries is subject to any liability for any exposure to any Hazardous Substance or any contamination, environmental remediation or clean-up, up obligations pursuant to any Environmental Law including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended 1980 (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amendedin each case which liability, which liability individually or in the aggregate, would or might reasonably be expected to have a material impact on the consummation of the transactions contemplated by this Agreement. . (iii) There is are no legal, administrative, arbitral or other proceedingproceedings, claimclaims, action actions or notice notices of any nature seeking to impose, or that could would reasonably be expected to result in the imposition of, on the Company, the Bank Company or any Subsidiaryof its Subsidiaries, any liability or obligation of the Company, the Bank Company or any Subsidiary of its Subsidiaries with respect to any environmental health or safety matter or any Environmental Law. There is no private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, Environmental Law pending or, to the Knowledge of the Company’s knowledge, threatened against the Company, the Bank Company or any Subsidiary of its Subsidiaries or any property in which the Company, the Bank Company or any Subsidiary of its Subsidiaries has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Companyinterest, the Bank or any Subsidiary; to the Company’s knowledge, Knowledge of the Company there is no reasonable basis for, or circumstances that could would reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to neither the Company’s knowledge, none Company nor any of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum or Order by or with any Governmental Entity or any indemnity or other Contract with any third party that could would reasonably be expected to impose any such environmental obligation or liability. (iv) To the Company’s Knowledge, no property currently or formerly owned or operated by the Company or any of its Subsidiaries was contaminated with any Hazardous Substance during or prior to such period of ownership or operation in a manner that would result in any liability that could reasonably be expected to have, individually or in the aggregate, a material impact on the Company or any of its Subsidiaries, taken as a whole, or a material impact on the consummation of the transactions contemplated by this Agreement. (v) The Company has made available to Acquirer copies of all material environmental reports, studies, assessments, sampling data and other material environmental documents in its possession as of the date hereof relating to the Company, its Subsidiaries or their current or former properties and properties in which the Company or any of its Subsidiaries has taken a security interest having a book value in excess of $500,000. (vi) Each of the Company and each of its Subsidiaries complies with all FDIC guidelines concerning environmental due diligence and risk management in lending, loan administration, workout and foreclosure activities including FDIC Bulletin FIL-14-93, and update FIL-98-2006.

Environmental Liability. The Company, Except as set forth in Section 4.19 of the Bank and the Subsidiaries have, and at the Closing Date will have complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwaterCompany Disclosure Schedule, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none Knowledge of the Company, neither the Bank Company nor any of its Subsidiaries has received any written notice of any legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would reasonably be expected to result in the imposition, on the Company or any of the its Subsidiaries is subject to any liability for environmental remediation or clean-up, including of any liability or class of liability obligation arising under common law standards relating to protection of the lessee environment or human health, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, “CERCLAEnvironmental Laws”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have result in a material impact on Company Material Adverse Effect. To the Knowledge of the Company, during or prior to the Bank period of (a) its or any Subsidiary; to of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the Company’s knowledgemanagement of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there is were no reasonable basis forreleases or threatened releases of hazardous, toxic, radioactive or circumstances that could dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to give rise to, result in a Company Material Adverse Effect. Neither the Company nor any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party Person imposing any material liability or obligation pursuant to or under any Environmental Law that could impose would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and its Subsidiaries are in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such environmental obligation non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws.

Environmental Liability. (a) The CompanyAgent shall not be responsible or liable for the environmental condition or any contamination of any property secured by any mortgage or deed of trust or for any diminution in value of any such property as a result of any contamination of the property by any hazardous substance, hazardous material, pollutant or contaminant. The Agent shall not be liable for any claims by or on behalf of the Borrower, the Bank and Lenders or any other person or entity arising from contamination of the Subsidiaries haveproperty by any hazardous substance, hazardous material, pollutant or contaminant, and at shall have no duty or obligation to assess the Closing Date will have complied in all material respects environmental condition of any such property or with all laws, regulations, ordinances and orders relating respect to public health, safety compliance of any such property under state or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, federal laws pertaining to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatmenttransport, storage, treatment or disposal or management of of, hazardous substances, pollutants hazardous materials, pollutants, or contaminantscontaminants or regulations, permits or licenses issued under such laws. (b) The Agent shall not be obligated to acquire possession of or take any action with respect to any property secured by a mortgage or deed of trust, if as a result of such action, the Agent would be considered to hold title to, to be a “mortgagee in possession of”, or to exposure to toxic, hazardous be an “owner” or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective “operator” of such compliance, none property within the meaning of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation Responsibility Cleanup and Liability Act of 1980, as amended from time to time, unless the Agent has previously determined, based upon a report prepared by a person who regularly conducts environmental audits, that (“CERCLA”)i) the such property is in compliance with applicable environmental laws or, or if not, that it would be in the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation best interest of the transactions contemplated by this Agreement. There is no legalto take such actions as are necessary for such property to comply therewith and (ii) there are not circumstances present at such property relating to the use, administrative, arbitral management or other proceeding, claim, action or notice disposal of any nature seeking to imposehazardous wastes for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation or that if any such materials are present for which such action could result be required, that it would be in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation best economic interest of the Company, the Bank or any Subsidiary Lenders to take such actions with respect to such property. Notwithstanding the foregoing, before taking any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Companysuch action, the Bank Agent may require that a satisfactory indemnity bond or any Subsidiary environmental impairment insurance be furnished to it for the payment or any property in reimbursement of all expenses to which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably it may be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; put and to the Company’s knowledgeprotect it against all liability resulting from any claims, none of the Companyjudgments, the Bank damages, losses, fees, penalties or any Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any expenses which may result from such environmental obligation or liabilityaction.

Environmental Liability. (1) The CompanyBank and each of its Subsidiaries, and, to Seller’s Knowledge, the Bank and the Subsidiaries have, and at the Closing Date will have complied Loan Properties are in all material respects compliance with all lawsEnvironmental Laws. (2) There is no proceeding, regulationsinvestigation, ordinances and orders relating to public health, safety remediation or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwaternotice of violation pending or, to the withdrawal or use of groundwaterSeller’s Knowledge, to the usethreatened, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of in which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the its Subsidiaries is subject has been or, with respect to any liability for environmental threatened proceedings, investigations, remediation or clean-upnotices of violation could reasonably be expected to be, including any liability named as a defendant or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking seek to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact result in the imposition, on the Company, the Bank or any Subsidiary; of its Subsidiaries any liabilities or obligations in each case (A) for alleged material noncompliance (including by any predecessor), with any Environmental Law or (B) relating to any material release into the Companyenvironment of any Hazardous Material, occurring at or on a site owned, leased or operated by the Bank or any of its Subsidiaries, or, to Seller’s knowledgeKnowledge, relating to any material release into the environment of any Hazardous Material, occurring at or on a site not owned, leased or operated by the Bank or any of its Subsidiaries, and, to Seller’s Knowledge, there is no reasonable basis for, or circumstances that could are reasonably be expected likely to give rise to, any such proceeding, claim, action, investigation or remediation; and to remediation by any Governmental Authority or any third party. (3) To Seller’s Knowledge, during the Company’s knowledge, none period of the CompanyBank’s or any of its Subsidiaries’ ownership, tenancy or operation of any property (including any property owned, operated or leased by the Bank or any Subsidiary of its Subsidiaries), there has not been any material release of Hazardous Materials in, on, under or affecting any such property that requires remediation by the Bank’s or any of its Subsidiaries or otherwise could reasonably be expected to result in the imposition on the Bank or any of its Subsidiaries (or any of their respective assets or properties) of any material liability or obligation under any Environmental Law. (4) Neither the Bank nor any of its Subsidiaries is subject a party to any agreement, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity Authority or third party imposing any material liability or obligation under any Environmental Law. (5) Neither the Bank nor any of its Subsidiaries during the past five years has received any written notice, demand letter, executive or administrative order, directive or request for information from any Governmental Authority or any third party indicating that could impose it may be in violation of, or liable under, any such environmental obligation or liabilityEnvironmental Law.

Environmental Liability. The CompanyExcept as set forth in Section 3.20 of the Subject Company Disclosure Schedule, the Bank and the Subsidiaries havethere are no legal, and at the Closing Date will have complied in all material respects with all lawsadministrative, regulationsarbitral or other proceedings, ordinances and orders relating claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminantsimpose, or that reasonably could be expected to exposure to toxicresult in the imposition, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank Subject Company or any of the its Subsidiaries is subject to any liability for environmental remediation or clean-up, including of any liability or class of liability of the lessee obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Companycollectively, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA"Environmental Laws"), pending or, to the Company’s knowledge, threatened against the knowledge of Subject Company, the Bank threatened, against Subject Company or any Subsidiary of its Subsidiaries, which liability or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had obligation would have or would reasonably be expected to have a material impact Material Adverse Effect on Subject Company. To the Company, the Bank knowledge of Subject Company or any Subsidiary; to the Company’s knowledgeof its Subsidiaries, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, for any such proceeding, claim, actionaction or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on Subject Company. To the knowledge of Subject Company, investigation during or remediation; and prior to the Company’s knowledge, none period of the Company, the Bank (i) its or any Subsidiary of its Subsidiaries' ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries' participation in the management of any property, or (iii) its or any of its Subsidiaries' holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to have a Material Adverse Effect. Neither Subject Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that could impose any such environmental obligation would have or liabilitywould reasonably be expected to have a Material Adverse Effect on Subject Company.

Environmental Liability. The Company, the Bank and the Subsidiaries have, and at the Closing Date will have complied Except as disclosed in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject SEC Reports or as set forth in Schedule 3.1(l) to the Company Disclosure Letter, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any liability for environmental remediation nature seeking to impose, or clean-upthat would result in the imposition, including on the Company or the Company Subs, of any liability or class of liability of the lessee obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including, without limitation, the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, as amended (“CERCLA”collectively, "Environmental Laws"), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none Knowledge of the Company, threatened, against the Bank Company or any Subsidiary of the Company Subs, which liability or obligation would have a Material Adverse Effect on the Company. To the Knowledge of the Company, except as disclosed in any of the SEC Reports or in Schedule 3.1(l) to the Company Disclosure Letter, during or, with respect to Company Properties not located within that certain area of Orange County, California commonly known as the Irvine Ranch, prior to the period of (i) its or any of the Company Sub's ownership or operation of any of their respective current properties, (ii) its or any of the Company Sub's participation in the management of any property, or (iii) its or any of the Company Sub's holding of a security interest or other interest in any property, there were no releases or threatened releases (which release would represent a violation of, or is likely to lead to liability under, any Environmental Law) of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any of the Company Subs is subject to any written agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party imposing any material liability or obligation pursuant to or under any Environmental Law that could impose any such environmental obligation or liabilitywould have a Material Adverse Effect on the Company.

Environmental Liability. The CompanyExcept for such matters that, the Bank and the Subsidiaries have, and at the Closing Date will have complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety either individually or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition ofaggregate, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would not reasonably be expected to have a material impact Material Adverse Effect on Company: (a) Company and its Subsidiaries have complied with all applicable Environmental Laws; (b) there has been no release or threat of release of any Hazardous Substance at, to, under, on or from any property currently owned, leased, or operated by Company or its Subsidiaries, as a result of the operations of Company, the Bank or any Subsidiary; or, to the knowledge of Company’s knowledge, otherwise; (c) there was no release or threat of release of any Hazardous Substance at, to, under, on or from any property formerly owned, leased or operated by Company or its Subsidiaries during the period of ownership, lease or operation by Company or its Subsidiaries, or their predecessors as a result of the operations of Company, or, to the knowledge of Company, otherwise; (d) neither Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on any third party property; (e) neither Company nor its Subsidiaries has received any notice, demand, claim, summons, request for information, or other notice alleging that Company or its Subsidiaries may be in violation of or liable under any Environmental Law; (f) neither Company nor its Subsidiaries is subject to any orders, agreements, decrees, judgments, writs or injunctions of, or arrangements with, any court, governmental authority or regulatory agency or is subject to any indemnity or other agreement with any third party, in each case relating to liability or an obligation under any Environmental Law or relating to Hazardous Substances; and (g) to the knowledge of Company, there is are no reasonable basis for, conditions involving Company or circumstances its Subsidiaries or their predecessors that could reasonably be expected to give rise toresult in any legal, any such proceedingadministrative, claimarbitral, or other proceedings, claims, actions, causes of action, investigation liabilities, obligations, investigations or remediation; and to costs, or any restrictions on the Company’s knowledgeownership, none use or transfer of any property of the CompanyCompany or its Subsidiaries, the Bank or arising under any Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liabilityEnvironmental Law.

Environmental Liability. The CompanyExcept as set forth in Section 3.22 of the Subject Company Disclosure Schedule, the Bank and the Subsidiaries havethere are no legal, and at the Closing Date will have complied in all material respects with all lawsadministrative, regulationsarbitral or other proceedings, ordinances and orders relating claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminantsimpose, or that reasonably could be expected to exposure to toxicresult in the imposition, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank Subject Company or any of the its Subsidiaries is subject to any liability for environmental remediation or clean-up, including of any liability or class of liability of the lessee obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Companycollectively, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA"Environmental Laws"), pending or, to the Company’s knowledge, threatened against the knowledge of Subject Company, the Bank threatened, against Subject Company or any Subsidiary of its Subsidiaries, which liability or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had obligation would have or would reasonably be expected to have a material impact Material Adverse Effect on Subject Company. To the Company, the Bank knowledge of Subject Company or any Subsidiary; to the Company’s knowledgeof its Subsidiaries, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, for any such proceeding, claim, actionaction or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on Subject Company. To the knowledge of Subject Company, investigation during or remediation; and prior to the Company’s knowledge, none period of the Company, the Bank (i) its or any Subsidiary of its Subsidiaries' ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries' participation in the management of any property, or (iii) its or any of its Subsidiaries' holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property. Neither Subject Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that could impose any such environmental obligation would have or liabilitywould reasonably be expected to have a Material Adverse Effect on Subject Company.

Environmental Liability. (i) The Company, the Bank Company and the its Subsidiaries havehave at all times, and at the Closing Date will have have, complied in all material respects with all lawsLaws, regulations, ordinances ordinances, requirements of any Governmental Entity, and orders relating to public health, safety or the environment (“Environmental Laws”), including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos asbestos, mold or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminantsof, or to exposure to, any substance regulated pursuant to any Environmental Law, including any hazardous substances, pollutants, contaminants, toxic, hazardous or other controlled, prohibited or regulated substancessubstances (“Hazardous Substances”), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. . (ii) In addition, and irrespective of such compliance, none of the Company, the (and to its Knowledge with respect to any real estate acquired by Company Bank or a Subsidiary of Company Bank through foreclosure or by deed in lieu of foreclosure) neither the Company nor any of the its Subsidiaries is subject to any liability for any exposure to any Hazardous Substance or any contamination, environmental remediation or clean-up, up obligations pursuant to any Environmental Law including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended 1980 (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amendedin each case which liability, which liability individually or in the aggregate, would or might reasonably be expected to have a material impact on the consummation of the transactions contemplated by this Agreement. . (iii) There is are no legal, administrative, arbitral or other proceedingproceedings, claimclaims, action actions or notice notices of any nature seeking to impose, or that could would reasonably be expected to result in the imposition of, on the Company, the Bank Company or any Subsidiaryof its Subsidiaries, any liability or obligation of the Company, the Bank Company or any Subsidiary of its Subsidiaries with respect to any environmental health or safety matter or any Environmental Law. There is no private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, Environmental Law pending or, to the Knowledge of the Company’s knowledge, threatened against the Company, the Bank Company or any Subsidiary of its Subsidiaries or any property in which the Company, the Bank Company or any Subsidiary of its Subsidiaries has taken a security interest the result having a book value in excess of which has had or would reasonably be expected to have a material impact on the Company$250,000, the Bank or any Subsidiary; to the Company’s knowledge, Knowledge of the Company there is no reasonable basis for, or circumstances that could would reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to neither the Company’s knowledge, none Company nor any of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum or Order by or with any Governmental Entity or any indemnity or other Contract with any third party that could would reasonably be expected to impose any such environmental obligation or liability. (iv) To the Company’s Knowledge, no property currently or formerly owned or operated by the Company or any of its Subsidiaries was contaminated with any Hazardous Substance during or prior to such period of ownership or operation in a manner that would result in any liability that could reasonably be expected to have, individually or in the aggregate, a material impact on the Company or any of its Subsidiaries, taken as a whole, or a material impact on the consummation of the transactions contemplated by this Agreement. (v) The Company has made available to Acquirer copies of all material environmental reports, studies, assessments, sampling data and other material environmental documents in its possession as of the date hereof relating to the Company, its Subsidiaries or their current or former properties and properties, including real estate acquired through foreclosure or by deed in lieu of foreclosure. (vi) Each of the Company and each of its Subsidiaries complies with all FDIC guidelines concerning environmental due diligence and risk management in lending, loan administration, workout and foreclosure activities including FDIC Bulletin FIL-14-93, and update FIL-98-2006.

Environmental Liability. The Company, the Bank and the Subsidiaries have, and at the Closing Date will have complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. i) There is are no legal, administrative, arbitral or other proceedingproceedings, claimclaims or actions pending or, action to the Knowledge of Seller, threatened against Bank or notice of any nature seeking Bank Subsidiaries nor are there governmental or third party environmental investigations or remediation activities that seek to impose, impose or that could reasonably be likely to result in the imposition ofimposition, on the Company, the Bank or any Subsidiaryof Bank Subsidiaries, of any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation regulation, law (including common law) or ordinance, including CERCLAthe Comprehensive Environmental Response, pending orCompensation, to the Company’s knowledgeand Liability Act of 1980, threatened against the Companyas amended (“Environmental Laws”), the Bank which liability or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or obligation would reasonably be expected likely, individually or in the aggregate, to have a material impact on the Company, the Bank or any SubsidiaryMaterial Adverse Effect; (ii) to the Company’s knowledgeKnowledge of Seller, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, for any such proceeding, claim, actionaction or governmental investigation that would impose any liability or obligation that would have or would reasonably be likely to have a Material Adverse Effect; (iii) to the Knowledge of Seller, investigation during or remediationprior to the period of (x) Bank’s or Bank Subsidiary’s ownership or operation of any property, (y) Bank’s or any the Bank Subsidiary’s participation in the management of any property, or (z) Bank’s or any of the Bank Subsidiary’s holding of a security interest or other interest in any property reflected on the Balance Sheet or the Closing Statement, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect; and to the Company’s knowledge, none of the Company, the (iv) Bank or any Subsidiary is not subject to any agreement, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any liability or obligation under any Environmental Law with respect to the Branches. Bank has delivered to Purchaser prior to July 6, 2010 any written third party environmental site assessment conducted since January 1, 2007 assessing the presence of hazardous materials located on any Owned Real Property or Leased Premises that could impose any such environmental obligation is within the possession or liabilitycontrol of Seller and its Affiliates as of July 6, 2010.

Environmental Liability. The Company, To the Bank and the Subsidiaries have, and at the Closing Date will have complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none Knowledge of the Company, (a) neither the Bank Company nor any of its Subsidiaries has received since January 1, 2004 any written notice of any legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would reasonably be expected to result in the imposition, on the Company or any of the its Subsidiaries is subject to any liability for environmental remediation or clean-up, including of any liability or class of liability obligation arising under common law standards relating to protection of the lessee environment, natural resources or human health and safety, or under any local, state, federal or foreign law, statute, regulation, ordinance, or other legal requirement relating to the protection of the environment, natural resources or human health and safety including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, “CERCLAEnvironmental Laws”), or the Resource Conservation and Recovery Act of 1976, as amended, ) which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation is material to the Company and its Subsidiaries taken as a whole; (b) during or prior to the period of the Company, the Bank (1) its or any Subsidiary with respect to of its Subsidiaries’ ownership or operation of any environmental health or safety matter of their respective current properties, (2) its or any private or governmental, environmental health or safety investigation or remediation activity of its Subsidiaries’ participation in the management of any nature arising under common law property, or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank (3) its or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken of its Subsidiaries’ holding of a security interest the result or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws, including any pollutant, contaminant or petroleum product in, on, under or affecting any such property, which has had or would be reasonably be expected to have result in a material impact on the Company, the Bank or any SubsidiaryCompany Material Adverse Effect; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, (c) none of the Company, the Bank or Company nor any Subsidiary of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose Person imposing any material liability or obligation pursuant to or under any Environmental Law; (d) the Company and its Subsidiaries are in compliance with all Environmental Laws, including possessing all material permits required for its operations as conducted as of the date hereof under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect; and (e) the Company has made available to Parent copies of any and all material environmental obligation assessments, audits, inspections or other such reports related to the Company or its Subsidiaries or any property currently or formerly owned, operated or leased by the Company or its Subsidiaries, to the extent in the possession, custody or control of the Company or any of its Subsidiaries. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.13), the representations and warranties of the Company in this Section 4.20 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws.

Environmental Liability. The Company, the Bank and the Subsidiaries Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Sterling, Sterling and at the Closing Date will its Subsidiaries are in compliance, and have complied in all material respects the last seven years, with all lawsany federal, regulationsstate or local law, ordinances and orders regulation, order, decree, permit, authorization, common law or Governmental Entity requirement relating to public health, safety to: (i) the protection or restoration of the environment or natural resources or to human health and safety as it relates to hazardous substance exposure; (including without limitation all lawsii) the handling, regulationsuse, ordinances and orders relating to releasespresence, dischargesdisposal, emissions release or disposals to threatened release of, or exposure to, any hazardous substance; or (iii) noise, odor, wetlands, indoor air, waterpollution, land contamination or groundwater, any injury to the withdrawal persons or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to property from exposure to toxicany hazardous substance (collectively, hazardous or other controlled, prohibited or regulated substances"Environmental Laws"), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is are no legal, administrative, arbitral or other proceedingproceedings, claimclaims, action actions, causes of action, private environmental investigations or notice remediation activities or governmental investigations of any nature seeking to impose, or that could reasonably result in the imposition ofimposition, on the Company, the Bank Sterling or any Subsidiary, of its Subsidiaries of any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLAapplicable Environmental Law, pending or, to the Company’s knowledge, or threatened against the CompanySterling, the Bank which liability or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or obligation would reasonably be expected to have have, either individually or in the aggregate, a material impact Material Adverse Effect on Sterling. To the Company, the Bank or any Subsidiary; to the Company’s knowledgeknowledge of Sterling, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, for any such proceeding, claim, action, cause of action or investigation that would impose any liability or remediation; and obligation arising under any applicable Environmental Law that would reasonably be expected to have, either individually or in the Company’s knowledgeaggregate, none of the Company, the Bank or any Subsidiary a Material Adverse Effect on Sterling. Sterling is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, Governmental Entity Entity, or third party imposing any liability or obligation arising under any applicable Environmental Law with respect to the foregoing that could impose any such environmental obligation would reasonably be expected to have, either individually or liabilityin the aggregate, a Material Adverse Effect on Sterling.

Environmental Liability. The Company, the Bank and the Subsidiaries (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on South, South and at the Closing Date will its Subsidiaries are in compliance and, since January 1, 2011, have complied in all material respects with all lawsLaws, regulations, ordinances orders, decrees, permits, authorizations, common law and orders Governmental Entity requirements relating to public health, safety to: (i) the protection or restoration of the environment or natural resources or to human health and safety as it relates to Hazardous Substance exposure; (ii) the handling, use, presence, disposal, release or threatened release of, or exposure to, any Hazardous Substance; (iii) public or worker health and safety; or (iv) noise, odor, wetlands, indoor air, pollution, contamination, or any injury to persons or property from exposure to any Hazardous Substance (collectively, “Environmental Laws”). As used in this Agreement, “Hazardous Substance” means any materials, substances, wastes, chemical substances or mixtures (i) presently listed, defined, designated, classified or regulated as hazardous, toxic, pollutant or contaminant, or otherwise regulated, under any Environmental Laws, whether by type or quantity, including without limitation all lawspesticides, regulationspollutants, ordinances and orders relating contaminants, toxic chemicals, oil or other petroleum products or byproducts, asbestos or materials containing (or presumed to releasescontain) asbestos, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos urea formaldehyde foam insulation, lead, radon, methyl tertiary butyl ether or urea formaldehyderadioactive material, to and (ii) the treatmenthandling of, storageuse of, disposal of or management of hazardous substances, pollutants or contaminants, or to exposure to toxicwhich is prohibited, hazardous or other controlled, prohibited limited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or by any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended Laws. (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. b) There is are no legal, administrative, arbitral or other proceedingproceedings, claimclaims, action actions, causes of action, private environmental investigations or notice remediation activities or governmental investigations of any nature seeking to impose, or that could reasonably result in the imposition ofimposition, on the Company, the Bank South or any Subsidiary, of its Subsidiaries of any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLAEnvironmental Law, pending or, to the Company’s knowledgeknowledge of South, threatened against the Company, the Bank South or any Subsidiary of its Subsidiaries, which liability or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or obligation would reasonably be expected to have have, either individually or in the aggregate, a material impact Material Adverse Effect on South. To the Company, the Bank or any Subsidiary; to the Company’s knowledgeknowledge of South, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, for any such proceeding, claim, action, cause of action or investigation that would impose any liability or remediation; and obligation arising under any Environmental Law that would reasonably be expected to have, either individually or in the Company’s knowledgeaggregate, none a Material Adverse Effect on South. Neither South nor any of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, Governmental Entity Entity, or third party imposing any material liability or obligation arising under any applicable Environmental Law or which result from or are based upon the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, reporting, testing, processing, emission, discharge, release, threatened release, control, removal, clean-up or remediation of any Hazardous Substances on, under, from or relating to any of the South Real Property or by any person or entity. (c) South has Previously Disclosed to North all written reports, correspondence, notices or other information or materials, if any, in its possession pertaining to environmental surveys or assessments of the South Real Property and any improvements thereon, the presence of any Hazardous Substance on any of the South Real Property or any violation or alleged violation of Environmental Laws on, affecting or otherwise involving the South Real Property or involving South, any South Subsidiary or South Bank. (d) To the knowledge of South, there has been no presence, use, production, generation, handling, transportation, treatment, storage, disposal, emission, discharge, release or threatened release of any Hazardous Substances by any person on or from any of the South Real Property which constitutes a violation of any Environmental Laws, and there has been no removal, clean-up or remediation of any Hazardous Substances from, on or relating to any of the South Real Property. Neither South, South Bank nor any South Subsidiary has received any notice of any release or discharge of Hazardous Substances in, on, under or adjacent to any South Real Property. (e) To the knowledge of South, there are no facts, events or conditions relating to any of the South Real Property, or the operations of South, any South Subsidiary or South Bank at any of their office locations, that could impose would reasonably be expected to give rise to any investigatory, emergency removal, remedial or corrective actions, obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental Laws, except for such environmental obligation facts, events or liabilityconditions that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on South. (f) To the knowledge of South, (i) there are no underground storage tanks located at, on or under any South Real Property, (ii) there is no lead-based paint or asbestos contained in, forming part of or contaminating any part of the South Real Property or improvements and structures located thereon, and (iii) no polychlorinated biphenyls have been used, stored, released, located at or contaminate any part of the South Real Property or improvements and structures located thereon, except for any presence of such materials that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on South.

Environmental Liability. The CompanyNeither the Company nor any of its Subsidiaries has received any written notice of any legal, the Bank and the Subsidiaries haveadministrative, and at the Closing Date will have complied in all material respects with all lawsarbitral or other proceedings, regulationsclaims, ordinances and orders relating to public healthactions, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwatercauses of action or, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably be expected to result in the Bank imposition, on the Company or any of the its Subsidiaries is subject to any liability for environmental remediation or clean-up, including of any liability or class of liability obligation arising under common law standards relating to protection of the lessee environment or human health, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”collectively, "Environmental Laws"), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have result in a material impact on Company Material Adverse Effect. To the Knowledge of the Company, during or prior to the Bank period of (a) its or any Subsidiary; to of its Subsidiaries' ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries' participation in the Company’s knowledgemanagement of any property, or (c) its or any of its Subsidiaries' holding of a security interest or other interest in any property, there is were no reasonable basis forreleases or threatened releases of hazardous, toxic, radioactive or circumstances that could dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to give rise to, result in a Company Material Adverse Effect. Neither the Company nor any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party Person imposing any material liability or obligation pursuant to or under any Environmental Law that could impose would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and its Subsidiaries are in compliance in all material respects with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such environmental obligation non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 5.12), the representations and warranties of the Company in this Section 5.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws.

Environmental Liability. Except as set forth in the Reading SEC Reports filed and publicly available prior to the date of this Agreement and except for matters that would not have a Reading Material Adverse Effect: a. The Company, the Bank businesses of Reading and the its Subsidiaries have, have been and at the Closing Date will have complied are operated in all material respects compliance with all lawsEnvironmental Laws. b. Neither Reading nor any of its Subsidiaries has caused or allowed the generation, regulationstreatment, ordinances and orders relating to public healthmanufacture, safety or the environment (including without limitation all lawsprocessing, regulationsdistribution, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal discharge, release, disposal, transport or management handling of hazardous substancesany Hazardous Substances at any of its properties or facilities, pollutants except in material compliance with all Environmental Laws, and, to Reading's knowledge, no generation, manufacture, processing, distribution, use, treatment, handling, storage, discharge, release, disposal, transport or contaminantshandling of any Hazardous Substances has occurred at any property or facility owned, leased or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated operated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank Reading or any of the its Subsidiaries is subject to except in material compliance with all Environmental Laws. c. Neither Reading nor any liability for environmental remediation of its Subsidiaries has received any written notice from any Governmental Authority or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending third party or, to the Company’s knowledgeknowledge of Reading, threatened against the Company, the Bank any other communication alleging or concerning any material violation by Reading or any Subsidiary of its Subsidiaries of, or responsibility or liability of Reading or any property in which of its Subsidiaries under, any Environmental Law. There are no pending, or to the Companyknowledge of Reading, threatened, claims, suits, actions, proceedings or investigations with respect to the Bank businesses or operations of Reading or any Subsidiary has taken a security interest the result of which has had its Subsidiaries alleging or would concerning any material violation of or responsibility or liability under any Environmental Law that, if adversely determined, could reasonably be expected to have a Reading Material Adverse Effect, nor does Reading have any knowledge of any fact or condition that could give rise to such a claim, suit, action, proceeding or investigation. d. Reading and its Subsidiaries are in possession of all material impact on approvals, permits, licenses, registrations and similar type authorizations from all Governmental Authorities under all Environmental Laws with respect to the Companyoperation of the businesses of Reading and its Subsidiaries; there are no pending or, to the Bank knowledge of Reading, threatened, actions, proceedings or investigations seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations; and Reading does not have knowledge of any fact or condition that is reasonably likely to give rise to any action, proceeding or investigation to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations. e. There has been no discharge, release or disposal by Reading or its Subsidiaries or, to Reading's knowledge, any predecessor in interest at any of the properties owned or operated by Reading, its Subsidiaries or a predecessor in interest, or to the knowledge of Reading, at any disposal or treatment facility which received Hazardous Substances generated by Reading, its Subsidiaries, or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that predecessor in interest which could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s have a Reading Material Adverse Effect. f. To Reading's knowledge, none no pending claims have been asserted or threatened to be asserted against Reading or its Subsidiaries for any personal injury (including wrongful death) or property damage (real or personal) arising out of the Companyexposure to Hazardous Substances used, the Bank handled, generated, transported or any Subsidiary is subject disposed by Reading or its Subsidiaries at property owned or operated by Reading or its Subsidiaries, except as could not reasonably be expected to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liabilityhave a Reading Material Adverse Effect.

Environmental Liability. The CompanyAgent shall not be responsible or liable for the environmental condition or any contamination of any property secured by any mortgage or deed of trust or for any diminution in value of any such property as a result of any contamination of the property by any hazardous substance, hazardous material, pollutant or contaminant. The Agent shall not be liable for any claims by or on behalf of the Borrower, the Bank and Lenders or any other person or entity arising from contamination of the Subsidiaries haveproperty by any hazardous substance, hazardous material, pollutant or contaminant, and at shall have no duty or obligation to assess the Closing Date will have complied in all material respects environmental condition of any such property or with all laws, regulations, ordinances and orders relating respect to public health, safety compliance of any such property under state or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, federal laws pertaining to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatmenttransport, storage, treatment or disposal or management of of, hazardous substances, pollutants hazardous materials, pollutants, or contaminantscontaminants or regulations, permits or licenses issued under such laws. The Agent shall not be obligated to acquire possession of or take any action with respect to any property secured by a mortgage or deed of trust, if as a result of such action, the Agent would be considered to hold title to, to be a “mortgagee in possession of”, or to exposure to toxic, hazardous be an “owner” or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective “operator” of such compliance, none property within the meaning of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation Responsibility Cleanup and Liability Act of 1980, as amended from time to time, unless the Agent has previously determined, based upon a report prepared by a person who regularly conducts environmental audits, that (“CERCLA”)i) the such property is in compliance with applicable environmental laws or, or if not, that it would be in the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation best interest of the transactions contemplated by this Agreement. There is no legalto take such actions as are necessary for such property to comply therewith and (ii) there are not circumstances present at such property relating to the use, administrative, arbitral management or other proceeding, claim, action or notice disposal of any nature seeking to imposehazardous wastes for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation or that if any such materials are present for which such action could result be required, that it would be in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation best economic interest of the Company, the Bank or any Subsidiary Lenders to take such actions with respect to such property. Notwithstanding the foregoing, before taking any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Companysuch action, the Bank Agent may require that a satisfactory indemnity bond or any Subsidiary environmental impairment insurance be furnished to it for the payment or any property in reimbursement of all expenses to which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably it may be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; put and to the Company’s knowledgeprotect it against all liability resulting from any claims, none of the Companyjudgments, the Bank damages, losses, fees, penalties or any Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any expenses which may result from such environmental obligation or liabilityaction.

Environmental Liability. The Company, the Bank and the Subsidiaries Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Sterling, Sterling and at the Closing Date will its Subsidiaries are in compliance, and have complied in all material respects the last seven years, with all lawsany federal, regulationsstate or local law, ordinances and orders regulation, order, decree, permit, authorization, common law or Governmental Entity requirement relating to public health, safety to: (i) the protection or restoration of the environment or natural resources or to human health and safety as it relates to hazardous substance exposure; (including without limitation all lawsii) the handling, regulationsuse, ordinances and orders relating to releasespresence, dischargesdisposal, emissions release or disposals to threatened release of, or exposure to, any hazardous substance; or (iii) noise, odor, wetlands, indoor air, waterpollution, land contamination or groundwater, any injury to the withdrawal persons or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to property from exposure to toxicany hazardous substance (collectively, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive “Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLALaws”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is are no legal, administrative, arbitral or other proceedingproceedings, claimclaims, action actions, causes of action, private environmental investigations or notice remediation activities or governmental investigations of any nature seeking to impose, or that could reasonably result in the imposition ofimposition, on the Company, the Bank Sterling or any Subsidiary, of its Subsidiaries of any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLAapplicable Environmental Law, pending or, to the Company’s knowledge, or threatened against the CompanySterling, the Bank which liability or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or obligation would reasonably be expected to have have, either individually or in the aggregate, a material impact Material Adverse Effect on Sterling. To the Company, the Bank or any Subsidiary; to the Company’s knowledgeknowledge of Sterling, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, for any such proceeding, claim, action, cause of action or investigation that would impose any liability or remediation; and obligation arising under any applicable Environmental Law that would reasonably be expected to have, either individually or in the Company’s knowledgeaggregate, none of the Company, the Bank or any Subsidiary a Material Adverse Effect on Sterling. Sterling is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, Governmental Entity Entity, or third party imposing any liability or obligation arising under any applicable Environmental Law with respect to the foregoing that could impose any such environmental obligation would reasonably be expected to have, either individually or liabilityin the aggregate, a Material Adverse Effect on Sterling.

Environmental Liability. The Company, the Bank and the Subsidiaries have(a) There are, and at have been, no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations pending or, to the Closing Date will have complied Company’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in all material respects the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under any Environmental Laws or with all lawsrespect to Materials of Environmental Concern, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended amended. (“CERCLA”)b) The properties, assets and operations of the Company and its Subsidiaries are in compliance in all material respects with all applicable Environmental Laws. With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, there are no Circumstances, actions or plans of the Company or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance with applicable Environmental Laws. (c) Neither the Company nor any of its Subsidiaries is, or the Resource Conservation and Recovery Act of 1976has been, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity Authority or third party imposing any liability or obligation under any Environmental Laws. Neither the Company nor any of its Subsidiaries has received any notice of any violation of or liability under Environmental Laws. (d) There has been no presence of storage tanks at or presence or release of Materials of Environmental Concern on, at, or from any of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries, except (i) in compliance in all material respects with applicable Environmental Laws and (ii) in a manner or in quantities or locations that could impose would not require any investigation, cleanup or remediation of soil or groundwater under applicable Environmental Laws. Neither the Company nor any of its Subsidiaries has received notice with respect to such presence or release. (e) Neither (i) the Company nor any of its Subsidiaries, (ii) predecessors of the Company or any of its Subsidiaries nor (iii) any entity previously owned by the Company or any of its Subsidiaries, has transported or arranged for the treatment, storage, handling, disposal or transportation of any Materials of Environmental Concern at or to any off-site location which, to the knowledge of the Company, has resulted in, or would be reasonably expected to result in, a liability to Company. (f) There are no Encumbrances or institutional or engineering controls applicable to any of the properties currently owned, leased or operated by the Company or any of its Subsidiaries arising out of or pursuant to Environmental Laws that have had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (g) Each of the Company and its Subsidiaries has obtained, maintained and complied with all Environmental Permits necessary for the conduct and operation of its business as currently operated, and the Company or any of its Subsidiaries has not received any notice that any such environmental obligation Environmental Permit is not in full force and effect. No such Environmental Permit is or liabilitywill be subject to review, revision, major modification or prior consent by any Governmental Authority as a result of the consummation of the Merger and the transactions contemplated hereby.

Environmental Liability. The CompanyTo VantageSouth’s Knowledge, the Bank and the Subsidiaries have, and at the Closing Date will have VantageSouth has complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact Material Adverse Effect on the Company, the Bank VantageSouth or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any SubsidiaryVantageSouth, any liability or obligation of the Company, the Bank or any Subsidiary VantageSouth with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLAthe Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or, to the CompanyVantageSouth’s knowledgeKnowledge, threatened against the Company, the Bank or any Subsidiary VantageSouth or any property in which the Company, the Bank or any Subsidiary VantageSouth has taken a security interest the result of which has had or would reasonably be expected to have a material impact Material Adverse Effect on the Company, the Bank or any SubsidiaryVantageSouth; to the CompanyVantageSouth’s knowledgeKnowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the CompanyVantageSouth’s knowledgeKnowledge, none of the Company, the Bank or any Subsidiary VantageSouth is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liability.

Environmental Liability. The Company, the Bank and the Subsidiaries (a) Except as would not reasonably be expected to have, and at individually or in the Closing Date will have complied in all material respects with all lawsaggregate, regulationsa Material Adverse Effect on the Bank: there are no legal, ordinances and orders relating to public healthadministrative, safety arbitral or the environment (including without limitation all lawsother proceedings, regulationsclaims, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminantsactions, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation knowledge of the transactions contemplated by this Agreement. In additionBank, and irrespective of such complianceprivate environmental investigations or remediation activities or governmental investigations seeking to impose, none of or that reasonably could be expected to result in the Companyimposition, on the Bank or any of the its Subsidiaries is subject to any liability for environmental remediation or clean-up, including of any liability or class obligation arising under common law standards of liability conduct relating to environmental exposure, human health or safety as it relates to Hazardous Substance handling or exposure, or under any local, state or federal Law relating to the protection of the lessee under environment or human health or safety as it relates to Hazardous Substance handling or exposure, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “CERCLAEnvironmental Laws”), or pending or, to the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation knowledge of the transactions contemplated Bank, threatened against the Bank or any of its Subsidiaries and to the knowledge of the Bank, no such proceeding, claim, action or governmental investigation that would impose any such liability or obligation is anticipated by this Agreementthe Bank. There is no Section 4.15(a) of the Bank Disclosure Schedule sets forth all legal, regulatory, administrative, arbitral or other proceedingproceedings, claimclaims, action actions, and, to the knowledge of the Bank, private environmental investigations or notice of any nature remediation activities or governmental investigations seeking to impose, or that reasonably could be expected to result in the imposition ofimposition, on the CompanyBank or any of its Subsidiaries of any material liability or obligation arising under Environmental Laws pending or, to the knowledge of the Bank, threatened against the Bank or any of its Subsidiaries as of the date of this Agreement. During or, to the knowledge of the Bank, prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws (“Hazardous Substances”) in, on, under or affecting any such property which would reasonably be expected to result in any claim against, or liability of, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or its Subsidiaries that would reasonably be expected to have have, individually or in the aggregate, a material impact Material Adverse Effect on the Company, Bank. (b) Neither the Bank or nor any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity Authority or third party imposing any liability or obligation pursuant to or under any Environmental Law that could impose would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Bank. Section 4.15(b) of the Bank Disclosure Schedule sets forth all agreements, orders, judgments, decrees, legal claims or settlements by or with any such environmental Governmental Authority or third party imposing on the Bank or any of its Subsidiaries any material liability or obligation pursuant to or liabilityunder any Environmental Law as of the date of this Agreement.

Environmental Liability. (a) The U.S. Sponsors jointly and severally agree, on first written demand from either Project Lender, to indemnify and hold harmless each Project Lender and its officers, directors, employees, agents and servants against and from any and all liabilities, obligations, losses, damages (compensatory, punitive or otherwise), penalties, claims, actions, taxes, duties, suits, costs and expenses (including, without limitation, reasonable legal counsel's fees and expenses and costs of investigation) of whatsoever kind and nature, including, without prejudice to the generality of the foregoing, those arising in contract or tort (including, without limitation, negligence) or (subject to (2) below) by strict liability or otherwise, which are imposed on, incurred by or asserted against such Project Lender or any of its officers, directors, employees, agents or servants (whether or not also indemnified by any other person under any other document) and which in any way relate to or arise out of, whether directly or indirectly: (1) any release or use or threatened release of any pollutants or hazardous materials at any site or facility owned, operated or leased by the Company (or any predecessor or successor in interest to the Company) prior to the Project Completion Date or any other environmental liability traceable to an event or condition relating to the Project or the Company that occurred or existed prior to the Project Completion Date; (2) any release or use or threatened release of any pollutants or hazardous materials at any site or facility owned, operated or leased by the Company (or any predecessor or successor in interest to the Company) or any other environmental liability traceable to an event or condition relating to the Project or the Company, which in either case was caused by or related to the Bank and the Subsidiaries havenegligence or wilful misconduct of, and or any breach of its obligations under any Project Agreement by, either U.S. Sponsor; or (3) any preventive, remedial or other action, including without limitation suspension or termination of operations at the Closing Date will have complied in all material respects with all Kubaka Field, which may be required by the Russian Federation or any political subdivision thereof, or any ministry, agency or instrumentality of the Russian Federation or any political subdivision thereof, under the Environmental Standards and under applicable statutes, laws, regulations, ordinances rules, orders and orders relating to public health, safety or decrees as in effect and as interpreted by the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact relevant authorities on the Companydate hereof, in connection with the Bank or any Subsidiary or existing tailings pond at the consummation Kubaka Field. (b) Any claim made by either Project Lender under Section 3.01(a) shall set forth in reasonable detail the origin and cause of such claim. (c) The indemnity obligations of the transactions contemplated by U.S. Sponsors under Section 3.01(a) shall survive the expiry or termination of this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liability.

Environmental Liability. The Company, the Bank (i) Each of Company and the its Subsidiaries have, and at the Closing Date will have complied is in all material respects compliance with all laws, regulations, ordinances applicable federal and orders state laws and regulations relating to public health, safety pollution or protection of the environment (including without limitation all lawslimitation, regulations, ordinances laws and orders regulations relating to releasesemissions, discharges, emissions releases and threatened releases of Hazardous Materials (as hereinafter defined)), or disposals to air, water, land or groundwater, otherwise relating to the withdrawal or use of groundwatermanufacture, to the processing, distribution, use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal disposal, transport or management handling by each of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation Company and its Subsidiaries of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended Hazardous Materials; (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. ii) There is no legal, administrative, arbitral or other proceedingsuit, claim, action action, proceeding, investigation or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the knowledge of Company’s knowledge, threatened against (or past or present actions or events that, to the knowledge of the Company, could form the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result basis of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise to, any such proceedingsuit, claim, action, proceeding, investigation or remediation; and to the Company’s knowledgenotice), none of the Company, the Bank in which Company or any Subsidiary of Company has been or, with respect to threatened suits, claims, actions, proceedings, investigations or notices may be, named as a defendant (x) for alleged material noncompliance (including by any predecessor) with any environmental law, rule or regulation or (y) relating to any material release or threatened release into the environment of any Hazardous Material, occurring at or on a site owned, leased or operated by Company or any Subsidiary of Company, or to the knowledge of Company, relating to any material release or threatened material release into the environment of any Hazardous Material, occurring at or on a site not owned, leased or operated by Company or any Subsidiary of Company; (iii) During the period of Company's or any of its Subsidiaries' ownership or operation of any of its properties, there has not been any material release by Company or any of its Subsidiaries of Hazardous Materials in, on, under or affecting any such property; (iv) To the knowledge of Company, neither Company nor any Subsidiary of Company has made or participated in any loan to any person who is subject to any agreementsuit, orderclaim, judgmentaction, decreeproceeding, letter investigation or memorandum by notice, pending or threatened, with respect to (i) any alleged material noncompliance as to any property securing such loan with any Governmental Entity environmental law, rule or third party that could impose regulation or (ii) the material release or threatened material release into the environment of any Hazardous Material at a site owned, leased or operated by such person on any property securing such loan. (v) For purposes of this Agreement, the term "HAZARDOUS MATERIAL" means any hazardous waste, petroleum product, polychlorinated biphenyl, chemical, pollutant, contaminant, pesticide, radioactive substance or other toxic material, or other material or substance (in each such case, other than small quantities of such substances in retail containers) regulated under any applicable environmental obligation or liabilitypublic health statute, law, ordinance, rule or regulation.

Environmental Liability. The Company, the Bank and the Subsidiaries (a) Except as would not reasonably be expected to have, and at individually or in the Closing Date will have complied in all material respects with all lawsaggregate, regulationsa Material Adverse Effect on the Company: there are no legal, ordinances and orders relating to public healthadministrative, safety arbitral or the environment (including without limitation all lawsother proceedings, regulationsclaims, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminantsactions, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none knowledge of the Company, private environmental investigations or remediation activities or governmental investigations seeking to impose, or that reasonably could be expected to result in the Bank imposition, on the Company or any of the its Subsidiaries is subject to any liability for environmental remediation or clean-up, including of any liability or class obligation arising under common law standards of liability conduct relating to environmental exposure, human health or safety as it relates to Hazardous Substance handling or exposure, or under any local, state or federal Law relating to the protection of the lessee under environment or human health or safety as it relates to Hazardous Substance handling or exposure, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “CERCLAEnvironmental Laws”), or pending or, to the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation knowledge of the transactions contemplated Company, threatened against the Company or any of its Subsidiaries and to the knowledge of the Company, no such proceeding, claim, action or governmental investigation that would impose any such liability or obligation is anticipated by this Agreementthe Company. There is no Section 4.19(a) of the Company Disclosure Schedule sets forth all legal, regulatory, administrative, arbitral or other proceedingproceedings, claimclaims, action actions, and, to the knowledge of the Company, private environmental investigations or notice of any nature remediation activities or governmental investigations seeking to impose, or that reasonably could be expected to result in the imposition ofimposition, on the Company, the Bank Company or any Subsidiary, of its Subsidiaries of any material liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, Environmental Laws pending or, to the knowledge of the Company’s knowledge, threatened against the CompanyCompany or any of its Subsidiaries as of the date of this Agreement. During or, to the knowledge of the Company prior to, the Bank period of (i) its or any Subsidiary of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ management of any property in which the Company, the Bank or (iii) its or any Subsidiary has taken of its Subsidiaries’ holding of a security interest the result or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws (“Hazardous Substances”) in, on, under or affecting any such property which has had or would reasonably be expected to have a material impact on the Companyresult in any claim against, or liability of, the Bank Company or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances Subsidiary that could would reasonably be expected to give rise tohave, any such proceedingindividually or in the aggregate, claim, action, investigation or remediation; and to a Material Adverse Effect on the Company’s knowledge, none of the Company, the Bank or any Subsidiary is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liability.

Environmental Liability. The CompanyExcept as set forth in Section 4.19 of the Company Disclosure Schedule, neither the Bank and the Company nor any of its Subsidiaries havehas received any written notice of any legal, and at the Closing Date will have complied in all material respects with all lawsadministrative, regulationsarbitral or other proceedings, ordinances and orders relating to public healthclaims, safety or the environment (including without limitation all lawsactions, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwatercauses of action or, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably be expected to result in the Bank imposition, on the Company or any of the its Subsidiaries is subject to any liability for environmental remediation or clean-up, including of any liability or class of liability obligation arising under common law standards relating to protection of the lessee environment or human health, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, “CERCLAEnvironmental Laws”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have result in a material impact on Company Material Adverse Effect. During, or, to the Knowledge of the Company, prior to the Bank period of, (a) its or any Subsidiary; to of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the Company’s knowledgemanagement of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there is were no reasonable basis forreleases or threatened releases of hazardous, toxic, radioactive or circumstances that could dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to give rise to, result in a Company Material Adverse Effect. Neither the Company nor any such proceeding, claim, action, investigation or remediation; and to the Company’s knowledge, none of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party Person imposing any material liability or obligation pursuant to or under any Environmental Law that could impose would reasonably be expected to result in a Company Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such environmental obligation non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the -22- Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws.

Environmental Liability. The (a) Each of Company and the Company Subsidiaries, the Owned Real Property, the Leased Premises, any real property owned, held or managed by Company or its Subsidiaries following foreclosure or the acceptance of a deed in lieu of foreclosure (“OREO”), and, to the Knowledge of Company, the Bank and the Subsidiaries haveany property in which Company or any Company Subsidiary holds a security interest is, and at the Closing Date will have complied in each case, in compliance in all material respects with all lawsEnvironmental Laws. Without limiting the foregoing, regulationsthere has been no release, ordinances and orders spill, emission, leaking, dumping, injection, pouring, discharge, dispersal, leaching or migration into or through the environment or within any building, structure, facility or fixture of any Hazardous Substance that would reasonably be expected to result in any investigation, remediation or corrective action of any property or asset of, or form the basis of any claim against or liability of, Company or any Company Subsidiary, including with respect to any Owned Real Property, Leased Premises or OREO. Neither Company nor any Company Subsidiary is, nor will it be, deemed the owner or operator under any Environmental Law of any property in which Company or any Company Subsidiary holds a security interest that is or has been contaminated with, or has or has had any release of, any Hazardous Substance. There are no liabilities or obligations of or relating to public healthCompany or any Company Subsidiary, safety whether known or the environment (including without limitation all lawsunknown, regulationsaccrued, ordinances and orders contingent, absolute, determined, determinable or otherwise, arising under or relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank any Environmental Law or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In additionHazardous Substance, and irrespective there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any a liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended obligation. (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. b) There is are no legal, administrative, arbitral or other proceedingproceedings, claimclaims or actions pending, action or, to the Knowledge of Company, threatened against Company or notice any Company Subsidiary, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, impose or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise toresult in the imposition, on Company or any such proceedingCompany Subsidiary, claimof any liability or obligation arising under any Environmental Law pending or, action, investigation or remediation; and to the Company’s knowledge, none Knowledge of the Company, the Bank threatened against Company or any Subsidiary Company Subsidiary. (c) Company is not subject to any agreement, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to the foregoing. There has been no written third-party environmental site assessment conducted since January 1, 2017, assessing the presence of hazardous materials located on any property owned or leased by Company or any Company Subsidiary that could impose any such environmental obligation is within the possession or liabilitycontrol of Company and its Affiliates as of the date of this Agreement that has not been delivered to Parent prior to the date of this Agreement.

Environmental Liability. The (a) Each of Company and the Company Subsidiaries, the Owned Real Property, the Leased Premises, any real property owned, held or managed by Company or its Subsidiaries following foreclosure or the acceptance of a deed in lieu of foreclosure (“OREO”) and, to the Knowledge of Company, the Bank and the Subsidiaries haveany property in which Company or any Company Subsidiary holds a security interest is, and at the Closing Date will have complied in each case, in compliance in all material respects with all lawsEnvironmental Laws. Without limiting the foregoing, regulationsthere has been no release, ordinances and orders spill, emission, leaking, dumping, injection, pouring, discharge, dispersal, leaching or migration into or through the environment or within any building, structure, facility or fixture of any Hazardous Substance that would reasonably be expected to result in any investigation, remediation or corrective action of any property or asset of, or form the basis of any claim against or liability of, Company or any Company Subsidiary, including with respect to any Owned Real Property, Leased Premises or OREO. Neither Company nor any Company Subsidiary is, nor will it be, deemed the owner or operator under any Environmental Law of any property in which Company or any Company Subsidiary holds a security interest that is or has been contaminated with, or has or has had any release of, any Hazardous Substance. There are no liabilities or obligations of or relating to public healthCompany or any Company Subsidiary, safety whether known or the environment (including without limitation all lawsunknown, regulationsaccrued, ordinances and orders contingent, absolute, determined, determinable or otherwise, arising under or relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank any Environmental Law or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In additionHazardous Substance, and irrespective there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such compliance, none of the Company, the Bank or any of the Subsidiaries is subject to any liability for environmental remediation or clean-up, including any a liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended obligation. (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. b) There is are no legal, administrative, arbitral or other proceedingproceedings, claimclaims or actions pending, action or, to the Knowledge of Company, threatened against Company or notice any Company Subsidiary, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, impose or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the Company’s knowledge, threatened against the Company, the Bank or any Subsidiary or any property in which the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances that could reasonably be expected to give rise toresult in the imposition, on Company or any such proceedingCompany Subsidiary, claimof any liability or obligation arising under any Environmental Law pending or, action, investigation or remediation; and to the Company’s knowledge, none Knowledge of the Company, the Bank threatened against Company or any Subsidiary Company Subsidiary. (c) Company is not subject to any agreement, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to the foregoing. There has been no written third-party environmental site assessment conducted since January 1, 2017, assessing the presence of hazardous materials located on any property owned or leased by Company or any Company Subsidiary that could impose any such environmental obligation is within the possession or liabilitycontrol of Company and its Affiliates as of the date of this Agreement that has not been delivered to Parent prior to the date of this Agreement.

Environmental Liability. The CompanyExcept as set forth in Section 4.19 of the Company Disclosure Schedule, the Bank and the Subsidiaries havethere are no legal, and at the Closing Date will have complied in all material respects with all lawsadministrative, regulationsarbitral or other proceedings, ordinances and orders relating to public healthclaims, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminantsactions, or to exposure the Company’s knowledge, private environmental investigations or remediation activities or governmental investigations of any nature seeking to toxicimpose, hazardous or other controlledthat reasonably could be expected to result in the imposition, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank Company or any of its Subsidiaries of any material liability or obligation arising under common law standards of conduct relating to environmental protection, human health or safety as it relates to Hazardous Substance handling or exposure, or under any local, state or federal Law relating to the Subsidiaries is subject protection of the environment or human health or safety as it relates to any liability for environmental remediation Hazardous Substance handling or clean-upexposure, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “CERCLAEnvironmental Laws”), or the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. There is no legal, administrative, arbitral or other proceeding, claim, action or notice of any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending or, to the knowledge of the Company’s knowledge, threatened against the Company, the Bank Company or any Subsidiary or any property in which of its Subsidiaries. To the knowledge of the Company, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Companythere are no past, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis forpresent, or reasonably anticipated future facts, occurrences, circumstances or legal requirements that could reasonably be expected to give rise to, to any such proceeding, claim, actionaction or governmental investigation that would impose any such liability or obligation. During or, investigation to the knowledge of the Company, prior to the period of (i) its or remediation; and any of its Subsidiaries’ ownership or operation of any of their respective current or to the Company’s knowledgeknowledge former properties, none (ii) its or any of its Subsidiaries’ participation in the Companymanagement of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws (“Hazardous Substances”) in, on, under or affecting any such property which would reasonably be expected to result in any claim against, or liability of, the Bank Company or any Subsidiary that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third party that could impose imposing any such environmental material liability or obligation pursuant to or liabilityunder any Environmental Law.

Environmental Liability. (i) The Company, the Bank Company and the its Subsidiaries havehave at all times, and at the Closing Date will have have, complied in all material respects with all lawsLaws, regulations, ordinances ordinances, requirements of any Governmental Entity, and orders relating to public health, safety or the environment (“Environmental Laws”), including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos asbestos, mold or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminantsof, or to exposure to, any substance regulated pursuant to any Environmental Law, including any hazardous substances, pollutants, contaminants, toxic, hazardous or other controlled, prohibited or regulated substancessubstances (“Hazardous Substances”), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. . (ii) In addition, and irrespective of such compliance, none of the Company, the (and to its Knowledge with respect to any real estate acquired by Company Bank or a Subsidiary of Company Bank through foreclosure or by deed in lieu of foreclosure) neither the Company nor any of the its Subsidiaries is subject to any liability for any exposure to any Hazardous Substance or any contamination, environmental remediation or clean-up, up obligations pursuant to any Environmental Law including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended 1980 (“CERCLA”), or the Resource Conservation and Recovery Act of 1976, in each case which liability, individually or in the aggregate, would reasonably be expected to have a material impact on the Company and its Subsidiaries, taken as amendeda whole, which liability would or might have a material impact on the consummation of the transactions contemplated by this Agreement. . (iii) There is are no legal, administrative, arbitral or other proceedingproceedings, claimclaims, action actions or notice notices of any nature seeking to impose, or that could would reasonably be expected to result in the imposition of, on the Company, the Bank Company or any Subsidiaryof its Subsidiaries, any material liability or material obligation of the Company, the Bank Company or any Subsidiary of its Subsidiaries with respect to any environmental health or safety matter or any Environmental Law. There is no private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, Environmental Law pending or, to the Knowledge of the Company’s knowledge, threatened against the Company, the Bank Company or any Subsidiary of its Subsidiaries or any property in which the Company, the Bank Company or any Subsidiary of its Subsidiaries has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Companyinterest, the Bank or any Subsidiary; to the Company’s knowledge, Knowledge of the Company there is no reasonable basis for, or circumstances that could would reasonably be expected to give rise to, any such proceeding, claim, action, investigation or remediation; and to neither the Company’s knowledge, none Company nor any of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum or Order by or with any Governmental Entity or any indemnity or other Contract with any third party that could would reasonably be expected to impose any such environmental obligation or liability. (iv) No property currently or formerly owned or operated by the Company or any of its Subsidiaries was contaminated with any Hazardous Substance during or prior to such period of ownership or operation in a manner that would result in any liability that could reasonably be expected to have, individually or in the aggregate, a material impact on the Company or any of its Subsidiaries, taken as a whole, or a material impact on the consummation of the transactions contemplated by this Agreement. (v) The Company has made available to Acquirer copies of all material environmental reports, studies, assessments, sampling data and other material environmental documents in its possession as of the date hereof relating to the Company, its Subsidiaries or their current or former properties and properties in which the Company or any of its Subsidiaries has taken a security interest. (vi) Each of the Company and each of its Subsidiaries complies with all FDIC guidelines concerning environmental due diligence and risk management in lending, loan administration, workout and foreclosure activities including FDIC Bulletin FIL-14-93, and update FIL-98-2006.

Environmental Liability. The Company, the Bank (a) Each of Company and the its Subsidiaries have, and at the Closing Date will have complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwaterand, to the withdrawal or use Knowledge of groundwater, Company (except as set forth in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of business to the use, handling or disposal a third party that is not an Affiliate of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminants, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substancesCompany), the violation of any property in which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none of the Company, the Bank Company or any of the its Subsidiaries holds a security interest, is subject to in material compliance with all Environmental Laws. Neither Company nor any liability for environmental remediation of its Subsidiaries has directed, controlled or clean-up, including any liability or class of liability of the lessee under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)overseen, or has sought to direct, control or oversee, the Resource Conservation and Recovery Act management of 1976, as amended, which liability would environmental matters of any borrower or might have real property securing a material impact on the consummation of the transactions contemplated by this Agreement. Loan. (b) There is are no legal, administrative, arbitral or other proceedings, claims or actions pending, or, to the Knowledge of Company, threatened against Company or any of its Subsidiaries, nor to the Knowledge of Company are there governmental or third-party environmental investigations or remediation activities or governmental investigations pending or threatened against Company or any of its Subsidiaries, in each case that seek to impose or that could reasonably be expected to result in the imposition, on Company or any of its Subsidiaries, of any material liability or obligation arising under any Environmental Law. To the Knowledge of Company, there is no reasonable basis for any such proceeding, claim, action or notice of governmental investigation that would impose any nature seeking to impose, or that could result in the imposition of, on the Company, the Bank or any Subsidiary, any material liability or obligation on Company. (c) To the Knowledge of the Company, the Bank there has been no release or threatened release of any hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any property currently owned, managed, or operated by Company or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, pending its Subsidiaries or, to during the Company’s knowledgetime of ownership, threatened against the Companymanagement, the Bank or any Subsidiary or operation, any property in which the Companyformerly owned, the Bank or any Subsidiary has taken a security interest the result of which has had or would reasonably be expected to have a material impact on the Company, the Bank or any Subsidiary; to the Company’s knowledge, there is no reasonable basis formanaged, or circumstances that could reasonably be expected to give rise to, any such proceeding, claim, action, investigation operated by Company or remediation; its Subsidiaries. (d) Company and to the Company’s knowledge, none each of the Company, the Bank or any Subsidiary is its Subsidiaries are not subject to any agreementany, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity Entity, Regulatory Authority or third party imposing any material liability or obligation with respect to Environmental Law. There has been no written third-party environmental site assessment conducted since January 1, 2012, assessing the presence of hazardous materials located on any property owned or leased by Company or any of its Subsidiaries that could impose is within the possession or control of Company and its Subsidiaries as of the date of this Agreement that has not been made available to Parent prior to the date of this Agreement. (e) The representations and warranties made pursuant to this Section 3.18 are the exclusive representations and warranties by Company regarding any such environmental obligation or liabilitymatter, including any matter related to Environmental Law.

Environmental Liability. The Company, the Bank and the Subsidiaries (a) Except as would not reasonably be expected to have, and at individually or in the Closing Date will have complied in all material respects with all lawsaggregate, regulationsa Material Adverse Effect on the Company: there are no legal, ordinances and orders relating to public healthadministrative, safety arbitral or the environment (including without limitation all lawsother proceedings, regulationsclaims, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment, storage, disposal or management of hazardous substances, pollutants or contaminantsactions, or to exposure to toxic, hazardous or other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank or any Subsidiary or the consummation of the transactions contemplated by this Agreement. In addition, and irrespective of such compliance, none knowledge of the Company, private environmental investigations or remediation activities or governmental investigations seeking to impose, or that reasonably could be expected to result in the Bank imposition, on the Company or any of the its Subsidiaries is subject to any liability for environmental remediation or clean-up, including of any liability or class obligation arising under common law standards of liability conduct relating to environmental exposure, human health or safety as it relates to Hazardous Substance handling or exposure, or under any local, state or federal Law relating to the protection of the lessee under environment or human health or safety as it relates to Hazardous Substance handling or exposure, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “CERCLAEnvironmental Laws”), or pending or, to the Resource Conservation and Recovery Act of 1976, as amended, which liability would or might have a material impact on the consummation knowledge of the transactions contemplated Company, threatened against the Company or any of its Subsidiaries and to the knowledge of the Company, no such proceeding, claim, action or governmental investigation that would impose any such liability or obligation is anticipated by this Agreementthe Company. There is no Section 4.19(a) of the Company Disclosure Schedule sets forth all legal, regulatory, administrative, arbitral or other proceedingproceedings, claimclaims, action actions, and, to the knowledge of the Company, private environmental investigations or notice of any nature remediation activities or governmental investigations seeking to impose, or that reasonably could be expected to result in the imposition ofimposition, on the Company, the Bank Company or any Subsidiary, of its Subsidiaries of any material liability or obligation of the Company, the Bank or any Subsidiary with respect to any environmental health or safety matter or any private or governmental, environmental health or safety investigation or remediation activity of any nature arising under common law or under any local, state or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, Environmental Laws pending or, to the knowledge of the Company’s knowledge, threatened against the CompanyCompany or any of its Subsidiaries as of the date of this Agreement. During or, to the knowledge of the Company prior to, the Bank period of (i) its or any Subsidiary of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any property in which the Companyof its Subsidiaries’ management of any property, the Bank or (iii) its or any Subsidiary has taken of its Subsidiaries’ holding of a security interest the result or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws (“Hazardous Substances”) in, on, under or affecting any such property which has had or would reasonably be expected to have a material impact on the Companyresult in any claim against, or liability of, the Bank Company or any Subsidiary; to the Company’s knowledge, there is no reasonable basis for, or circumstances Subsidiary that could would reasonably be expected to give rise tohave, any such proceedingindividually or in the aggregate, claim, action, investigation or remediation; and to a Material Adverse Effect on the Company’s knowledge, none . (b) Neither the Company nor any of the Company, the Bank or any Subsidiary its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any liability or obligation pursuant to or under any Environmental Law that could impose would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.19(b) of the Company Disclosure Schedule sets forth all agreements, orders, judgments, decrees, legal claims or settlements by or with any such environmental court, governmental authority, regulatory agency or third party imposing on the Company or any of its Subsidiaries any material liability or obligation pursuant to or liabilityunder any Environmental Law as of the date of this Agreement.