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 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, 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 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 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 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 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. 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 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. 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. 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. 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 relating to public healthspill, safety emission, leaking, dumping, injection, pouring, discharge, dispersal, leaching or migration into or through the environment (including without limitation all lawsor within any building, regulationsstructure, ordinances and orders relating to releases, discharges, emissions facility 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 fixture of any nature seeking to impose, or Hazardous Substance 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 result in any investigation, remediation or corrective action of any property or asset of, or form the Companybasis of any claim against or liability of, the Bank 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 Company’s knowledgeowner 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 Company or any Company Subsidiary, whether known or unknown, accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Law or any Hazardous Substance, and there is no reasonable basis forexisting condition, situation or set of circumstances that could would reasonably be expected to give rise to, any result in such proceeding, claim, action, investigation a liability 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 liabilityobligation.

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), 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 CompanyExcept as set forth in Section 3.19 of the ----------------------- Company Disclosure Schedule, the Bank and the Subsidiaries havethere are no judicial, and at the Closing Date will have complied in all material respects with all lawslegal, regulationsadministrative, ordinances and orders relating arbitral or other proceedings including any notice of violation or alleged violation, 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 to exposure to toxicthat could reasonably result 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 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 or under any law, rule, order, guideline, code, decree, statute, regulation or ordinance or other legally enforceable requirement of liability any foreign government, the United States, or any state, local, municipal or other government authority relating to the protection of the lessee under environment or human health or to occupational health or safety including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”"Environmental Laws"), pending or the Resource Conservation and Recovery Act threatened against Company or any of 1976, as amendedits Subsidiaries, which liability would or might have obligation could reasonably be expected to result, individually or in the aggregate, in a material impact Material Adverse Effect on Company. To the consummation knowledge of the transactions contemplated by this Agreement. There Company, there is no legal, administrative, arbitral or other reasonable basis for any such proceeding, claim, action or notice governmental investigation, nor is Company or any of its Subsidiaries the recipient of any nature seeking request for information or, to imposethe best knowledge of Company, the subject of any investigation in connection with any such proceeding or potential proceeding. Except as disclosed in Section 3.19 of the Company Disclosure Schedule and except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on Company, Company and each of its Subsidiaries is, and has been, in compliance with all applicable Environmental Laws during all applicable statute of limitations periods. Except as disclosed in Section 3.19 of the Company Disclosure Schedule and except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on Company, wastes or other materials regulated under, or that could result in the imposition liability under, Environmental Laws, including without limitation petroleum and petroleum products, asbestos, and polychlorinated biphenyls, have not been generated, transported, treated, stored, disposed of, on the Companyarranged to be disposed of, the Bank released or any Subsidiarythreatened to be released at, any liability or obligation of the Companyon, 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 from or under any localof the properties or facilities currently or formerly owned, state leased 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 otherwise used by Company 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 forviolation of, or circumstances in a manner or to a location that could reasonably be expected to give rise to liability to Company under or relating to, any such proceedingEnvironmental Laws. To the best knowledge of Company, claim, action, investigation or remediation; and to the Company’s knowledge, none each of the Company, the Bank foregoing representations and warranties is also true with respect to any entity for which Company or any Subsidiary is subject to any agreementof its Subsidiaries may be liable, order, judgment, decree, letter by contract or memorandum by or with any Governmental Entity or third party that could impose any such environmental obligation or liabilityoperation of 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 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, 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 liabilityBank.

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. 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 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.or

Environmental Liability. The CompanyExcept for such of the following as would not, individually or in the Bank aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) the operations of Company and each of its Subsidiaries and each of the Subsidiaries haveVessels are and since January 1, and at the Closing Date will 2002, have complied been in all material respects compliance with all lawsapplicable Environmental Laws, regulations(b) each of Company and its Subsidiaries possess and maintains in effect all environmental Permits required under Environmental Law with respect to the properties, ordinances and orders relating to public health, safety or the environment assets (including without limitation all lawsVessels) and business of Company and its Subsidiaries, regulations(c) since January 1, ordinances and orders relating to releases2002, discharges, emissions or disposals to air, water, land or groundwater, to the withdrawal or use there has been no Release 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 any Hazardous Materials in violation of which any Environmental Law resulting (or that would reasonably be expected to result) in liability to Company or might have a material impact on any of its Subsidiaries at any of its current or former operations, from any of the Vessels owned, operated or managed by the Company, and neither Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the Bank disposal of, or transported or handled any Subsidiary or the consummation Hazardous Materials in violation of any Environmental Laws, and (d) neither Company nor any of its Subsidiaries has received any claims alleging liability under any Environmental Law. Except for such 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 1980following, as amended (“CERCLA”)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 on the consummation of the transactions contemplated by this Agreement. There is Company Material Adverse Effect, there are no legal, administrative, administrative or arbitral or other proceeding, claim, action or notice of any nature bodies seeking to impose, or that could nor are there Actions of any nature reasonably likely 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 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 relating to the Environment or under any localEnvironmental Law, state nor are there any such liabilities or federal environmental, health or safety statute, regulation or ordinance, including CERCLA, obligations pending or, to the Knowledge of Company’s knowledge, threatened against the Company, the Bank Company or any Subsidiary or any property of its Subsidiaries. Except as reflected in which the CompanyCompany Financial Statements and except, the Bank or any Subsidiary since January 1, 2002, as has taken a security interest the result of which has not had or would not, individually or in the aggregate, reasonably be expected to have a material impact on the CompanyCompany Material Adverse Effect, the Bank or neither Company 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 Order by or with any Governmental Entity or third party that could impose imposing any such liability or obligation with respect to the foregoing. To the Knowledge of Company, as of the date of this Agreement, the Company Financial Statements contain an adequate reserve as determined in accordance with GAAP for Environmental liabilities and obligations. Company has made available to Parent all environmental compliance reports provided to Company's audit committee since January 1, 2004, relating to Company's or any of its Subsidiary's past or current properties, including Vessels, or operations. The only representations and warranties of Company in this Agreement relating to any environmental matters or any other obligation or liabilityliability with respect to Hazardous Materials are those set forth in this Section 5.15.

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, 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 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 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. The Company(i) Conduct and complete all investigations, studies, sampling and testing and all remedial, removal and other actions necessary to clean up and remove all Hazardous Materials (as hereinafter defined) on, from or affecting the Bank and the Subsidiaries haveproperty occupied, and at the Closing Date will have complied in all material respects compliance with or in accordance with all laws, regulations, ordinances and orders relating to public health, safety or the environment (including without limitation all lawsrules, regulations, ordinances orders and orders relating directives of all federal, state and local governmental authorities, and (ii) defend, indemnify, and hold harmless the Administrative Agent, the Banks, their employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to releases(a) the existing or future presence at, dischargeson, emissions from or disposals affecting any real estate owned by the Borrower of any materials, pollutants, substances or wastes which are defined, determined, or identified as hazardous, toxic or otherwise environmentally degrading under any Environmental Law (any such materials, pollutants, wastes, and substances being herein collectively referred to airas "Hazardous Materials"), water(b) the violation of any Environmental Law concerning the generation, land or groundwaterhandling, to the withdrawal or use of groundwaterstorage, to the use, handling treatment or disposal of polychlorinated biphenyls, asbestos any such Hazardous Materials by the Borrower or urea formaldehyde, (c) the enforcement of this Section 6.1(H) or the assertion by the Borrower of any defense to the treatmentobligations hereunder, storagewhether any of such matters arise before or after the Closing Date, disposal or management including, without limitation, (x) the costs of hazardous substancesremoval of any and all Hazardous Materials, pollutants or contaminants(y) additional costs required to take necessary precautions to protect against the Release of Hazardous Materials into the air, or to exposure to toxicany body of water, hazardous or any other controlled, prohibited or regulated substances), the violation of which would or might have a material impact on the Company, the Bank public domain or any Subsidiary surrounding areas and (z) costs incurred to comply with all applicable laws, orders, judgments 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 regulations 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 liabilityHazardous Materials.

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 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 Neither Parent nor any of the its Subsidiaries is subject to has received any liability for environmental remediation or clean-up, including written notice of 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 proceedingproceedings, claimclaims, actions, causes of action or, to the Knowledge of Parent, private environmental investigations or notice remediation activities or governmental investigations 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 result in the imposition, on the Company, the Bank Parent or any Subsidiary; to the Company’s knowledgeof its Subsidiaries of any liability or obligation arising under Environmental Laws, there is no reasonable basis for, which liability or circumstances that could obligation would reasonably be expected to give rise toresult in a Parent Material Adverse Effect. During, or, to the Knowledge of Parent, prior to the period of, (a) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or (c) 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 proceeding, claim, action, investigation or remediation; and property which would reasonably be expected to the Company’s knowledge, none result in a Parent Material Adverse Effect. Neither Parent 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 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 Parent Material Adverse Effect. Parent 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 Parent Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 5.12), the representations and warranties of Parent in this Section 5.16 constitute the sole representations and warranties of Parent with respect to any matter (including any liability) relating to Environmental Laws.

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 CompanyExcept as set forth in the Reports filed and publicly available prior to the date hereof or in a letter from the Company to the Purchaser dated the date hereof, (i) neither the Bank and Company nor any of its Subsidiaries has received any notice of any occurrence or circumstance which would reasonably be expected to give rise to a material claim under or pursuant to any Environmental Laws or in connection with any Hazardous Material, with respect to the Subsidiaries have, and at Properties or arising out of the Closing Date will have complied in all material respects with all laws, regulations, ordinances and orders relating to public health, safety conduct of the Company or its Subsidiaries; (ii) none of the environment (including without limitation all laws, regulations, ordinances and orders relating to releases, discharges, emissions or disposals to air, water, land or groundwaterProperties are included or, to the withdrawal or use of groundwaterCompany’s knowledge, 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 proposed for inclusion 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 National Priorities List issued pursuant 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 by 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 United States Environmental Protection Agency or, to the Company’s knowledge, threatened against proposed for inclusion on any similar list issued by any state Governmental Entity pursuant to any other Environmental Law which identifies sites that would reasonably be expected to require remediation of Hazardous Material pursuant to any Environmental Law, (iii) no Environmental Lien has been imposed on the CompanyProperties by any Governmental Entity in connection with the presence on or off such Property of any Hazardous Material, (iv) none of the Bank Company or any Subsidiary of its Subsidiaries has entered into or been subject to any consent decree, compliance order, administrative order or settlement agreement in connection with any Environmental Laws or in connection with any Hazardous Material with respect to the Properties or any property in which the Company, the Bank facilities or improvements or any Subsidiary has taken a security interest the result of which has had operations or would activities thereon, except for any consent decree, compliance order, administrative order or settlement agreement that does not have and could not reasonably be expected to have a material impact adverse effect on the Companyvalue of any Property, the Bank marketability of any Property or the ability to finance or refinance any Subsidiary; Property, (v) the Company has not received written notification of any legal, administrative, arbitral or other proceedings, or investigations, pending or to the Company’s knowledgeknowledge threatened, 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 against the Company’s knowledge, none of the Company, the Bank Company or any Subsidiary is subject to of its Subsidiaries under any agreement, order, judgment, decree, letter Environmental Laws or memorandum by or in connection with any Governmental Entity or third party that could impose any such environmental obligation or liabilityHazardous Materials, and (vi) the Company and its Subsidiaries are in compliance in all material respects with all Environmental Laws.

Environmental Liability. The CompanyExcept as set forth in Section 3.19 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 liability.would reasonably be expected to have a Material Adverse Effect on Subject Company. 3.20

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.