Common use of Environmental Liability Clause in Contracts

Environmental Liability. Except as set forth in Section 4.20 of the Providian Disclosure Schedule, 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 nature seeking to impose, or that reasonably could be expected to result in the imposition, on Providian or any of its Subsidiaries of any liability or 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 the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of Providian, threatened against Providian or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have a Material Adverse Effect on Providian. To the knowledge of Providian, there is no reasonable basis for any such proceeding, claim, action 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 Providian. To the knowledge of Providian, during or 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’ 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 on Providian. Neither Providian nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on Providian.

Environmental Liability. Except as set forth listed in Section 4.20 5.12 of the Providian Dynegy Disclosure Schedule: (a) The businesses of Dynegy and its Subsidiaries have been and are operated in material compliance with all Environmental Laws, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of except for any nature seeking to impose, or that violations which could not reasonably could be expected to result in a Dynegy Material Adverse Effect. (b) Neither Dynegy nor any of its Subsidiaries has caused or allowed the impositiongeneration, on Providian treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances at any of its properties or facilities, except for any such action which could not reasonably be expected to have a Dynegy Material Adverse Effect and, to Dynegy's knowledge, no such action has occurred at any property or facility owned, leased or operated by Dynegy or any of its Subsidiaries, except for any such action that could not reasonably be expected to have a Dynegy Material Adverse Effect. (c) Neither Dynegy nor any of its Subsidiaries of has received any liability written notice from any Governmental Authority or 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 the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending third party or, to the knowledge of ProvidianDynegy, threatened against Providian any other written communication alleging or concerning any material violation by Dynegy or any of its SubsidiariesSubsidiaries of, or responsibility or liability of Dynegy or any of its Subsidiaries under, any Environmental Law which liability or obligation would have or would could reasonably be expected to have a Dynegy Material Adverse Effect on ProvidianEffect. To There are no pending, or to Dynegy's knowledge, threatened Actions with respect to the knowledge businesses or operations of ProvidianDynegy or any of its Subsidiaries alleging or concerning any violation of or responsibility or liability under any Environmental Law that, there is no reasonable basis for any such proceedingif adversely determined, claim, action or governmental investigation that would impose any liability or obligation that would have or would could reasonably be expected to have a Dynegy Material Adverse Effect on Providian. To the Effect, nor does Dynegy have any knowledge of Providian, during any fact or prior condition that could give rise to the period of such an Action. (id) its or any 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 on Providian. Neither Providian nor any of Dynegy and its Subsidiaries is subject to any agreementare in possession of all material approvals, orderpermits, judgmentlicenses, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on Providian.registrations and similar type authorizations from all Governmental Authorities

Environmental Liability. Except as set forth in Section 4.20 for such of the Providian Disclosure Schedulefollowing as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1, 2000, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000, there has been no release of any Hazardous Materials in violation of any Environmental Law which would reasonably be expected to result in liability to Hampton or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative, administrative or arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature bodies seeking to impose, or that nor are there any Actions of any nature reasonably could be expected likely to result in the impositionimposition of, on Providian Hampton or any of its Subsidiaries of Subsidiaries, any liability or obligation arising under common law standards relating to environmental protection, human health or safety, the Environment or under any localEnvironmental Law, state nor are there any such liabilities or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), obligations pending or, to the knowledge Knowledge of ProvidianHampton, threatened against Providian Hampton or any of its Subsidiaries. Except as reflected in the Hampton Financial Statements, which liability and except as would not, individually or obligation would have or would in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect on Providian. To the knowledge of ProvidianEffect, there is no reasonable basis for any such proceeding, claim, action 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 Providian. To the knowledge of Providian, during or 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’ 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 on Providian. Neither Providian neither Hampton nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum Order by or with any court, governmental authority, regulatory agency Governmental Entity or third party imposing any material liability or obligation pursuant with respect to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations or under any Environmental Law that would have or would reasonably be expected warranties are being made with respect to have a Material Adverse Effect on Providianenvironmental matters.

Environmental Liability. Except as set forth in Section 4.20 4.19 of the Providian SIB Disclosure Schedule, 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 nature seeking to impose, or that reasonably could be expected to result in the imposition, on Providian SIB or any of its Subsidiaries of any liability or 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 the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “"Environmental Laws”"), pending or, to the knowledge of ProvidianSIB, threatened against Providian SIB or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have a Material Adverse Effect on ProvidianSIB. To the knowledge of ProvidianSIB, there is no reasonable basis for any such proceeding, claim, action 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 ProvidianSIB. To the knowledge of ProvidianSIB, during or 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’ ' 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 on ProvidianSIB. Neither Providian SIB nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on ProvidianSIB.

Environmental Liability. Except as set forth in Section 4.20 4.19 of the Providian Maxtor Disclosure Schedule, 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 nature seeking to impose, or that reasonably could would be expected to result in the imposition, on Providian Maxtor or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safetysafety as it relates to exposure to hazardous materials, 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, the “Environmental Laws”), pending or, to the knowledge of ProvidianMaxtor, threatened against Providian Maxtor or any of its Subsidiaries, which liability or obligation would have obligation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on ProvidianMaxtor. To the knowledge of ProvidianMaxtor, there is no reasonable basis for any such proceeding, claim, action or governmental investigation investigations of any nature that would impose any liability or obligation that would have which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on ProvidianMaxtor. To the knowledge of ProvidianMaxtor, during or 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’ 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 which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on ProvidianMaxtor. Neither Providian Maxtor nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on ProvidianMaxtor.

Environmental Liability. Except as set forth listed in Section 4.20 6.12 of the Providian Illinova Disclosure Schedule: (a) The businesses of Illinova and its Subsidiaries have been and are operated in material compliance with all Environmental Laws, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of except for any nature seeking to impose, or that violations which could not reasonably could be expected to result in an Illinova Material Adverse Effect. (b) Neither Illinova nor any of its Subsidiaries has caused or allowed the impositiongeneration, on Providian treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances at any of its properties or facilities except for any such action which could not reasonably be expected to have an Illinova Material Adverse Effect and, to Illinova's knowledge, no such action has occurred at any property or facility owned, leased or operated by Illinova or any of its Subsidiaries, except for any such action that could not reasonably be expected to have an Illinova Material Adverse Effect. (c) Neither Illinova nor any of its Subsidiaries of has received any liability written notice from any Governmental Authority or 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 the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending third party or, to the knowledge of ProvidianIllinova, threatened against Providian any other written communication alleging or concerning any material violation by Illinova or any of its SubsidiariesSubsidiaries of, or responsibility or liability of Illinova or any of its Subsidiaries under, any Environmental Law which liability or obligation would have or would could reasonably be expected to have a an Illinova Material Adverse Effect on ProvidianEffect. To the knowledge of ProvidianThere are no pending, there is no reasonable basis for any such proceedingor to Illinova's knowledge, claim, action 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 Providian. To the knowledge of Providian, during or prior threatened Actions with respect to the period businesses or operations of (i) its Illinova or any of its Subsidiaries’ ownership Subsidiaries alleging or operation concerning any violation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, responsibility 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 on Providian. Neither Providian nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on Providian.that, if adversely

Environmental Liability. Except as set forth in Section 4.20 4.21 of the Providian Long Beach Disclosure Schedule, 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 nature seeking to impose, or that reasonably could be expected to result in the imposition, on Providian Long Beach or any of its Subsidiaries of any liability or 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 including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “"Environmental Laws”"), pending or, to the knowledge of ProvidianLong Beach, threatened against Providian Long Beach or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have a Material Adverse Effect on ProvidianLong Beach. To the knowledge of ProvidianLong Beach, there is no reasonable basis for any such proceeding, claim, action 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 ProvidianLong Beach. To the knowledge of ProvidianLong Beach, during or 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’ , 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 on ProvidianLong Beach. Neither Providian Long Beach nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on ProvidianLong Beach.

Environmental Liability. Except as set forth in Section 4.20 4.21 of the Providian Dime Disclosure Schedule, 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 nature seeking to impose, or that reasonably could be expected to result in the imposition, on Providian Dime or any of its Subsidiaries of any liability or 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 including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “"Environmental Laws”"), pending or, to the knowledge of ProvidianDime, threatened against Providian Dime or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have a Material Adverse Effect on ProvidianDime. To the knowledge of ProvidianDime, there is no reasonable basis for any such proceeding, claim, action 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 ProvidianDime. To the knowledge of ProvidianDime, during or 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’ ' 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 on ProvidianDime. Neither Providian Dime nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on ProvidianDime.

Environmental Liability. Except as set forth in Section 4.20 4.13 of the Providian Company Disclosure Schedule, there to the knowledge of Company: (a) The businesses of Company and its Subsidiaries, other than with respect to the oil and gas interests for which Parent serves as operator (the “Parent Properties”), have been and are no legaloperated in material compliance with all federal or state statutes, administrative, arbitral regulations or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on Providian or any of its Subsidiaries of any liability or obligation arising under common law standards rules relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, the regulation or ordinanceprotection or human health, safety or the environment, including the Clean Water Act, the Oil Pollution Act, the Safe Drinking Water Act, the Resource Conservation & Recovery Act, the Clean Air Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Solid Waste Disposal Act, the Toxic Substances Control Act of 1980and the Emergency Planning and Community Right-to-Know Act, each as amended and currently in effect (collectivelytogether, the “Environmental Laws”). (b) Neither Company nor any of its Subsidiaries has caused or allowed the generation, pending ortreatment, storage, discharge, release, disposal or transport of any pollutant, contaminant or waste that is regulated by any Governmental Authority or any material that is defined as a “hazardous waste,” “hazardous substance,” “hazardous material,” “restricted hazardous waste,” “toxic waste,” or “toxic pollutant” under any Environmental Laws (“Hazardous Substances”) at any of its properties or facilities other than the Parent Properties, except in material compliance with all Environmental Laws. (c) Neither Company nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party alleging or concerning any material violation by Company or any of its Subsidiaries of, or responsibility or liability of Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of ProvidianCompany, threatened against Providian threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Company or any of its SubsidiariesSubsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law that, which liability or obligation would have or would if adversely determined, could reasonably be expected to have a Company Material Adverse Effect on Providian. To Effect. (d) Company and its Subsidiaries are in possession of and in material compliance with all material approvals, permits, licenses, registrations and similar type authorizations from, all Governmental Authorities under all Environmental Laws with respect to the knowledge operation of Providian, there is no reasonable basis the businesses of Company and its Subsidiaries other than the Parent Properties. (e) No pending claims have been asserted or threatened to be asserted against Company or its Subsidiaries for any such proceedingpersonal injury or property damage alleged to arise out of exposure to Hazardous Substances used, claimhandled, action generated, transported or governmental investigation that would impose any liability disposed by Company or obligation that would have or would reasonably be expected to have a Material Adverse Effect on Providian. To the knowledge of Providian, during or 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’ 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 on Providian. Neither Providian nor any of its Subsidiaries at property owned or operated by Company or its Subsidiaries that is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have not a Material Adverse Effect on ProvidianParent Property.

Environmental Liability. Except as set forth in Section 4.20 3.18 of the Providian TD Disclosure Schedule, 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 nature seeking to impose, or that are reasonably could be expected likely to result in the imposition, on Providian Waterhouse or any of its the Business Subsidiaries of any liability or obligation arising under common law standards relating to environmental protectionprotections, human health or safety, or under any local, state or federal environmental statute, regulation regulation, code, treaty or ordinanceordinance relating to environmental protection, pollution or exposure of any individual to Hazardous Materials (as defined below), including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of ProvidianTD, threatened threatened, against Providian Waterhouse or any of its the Business Subsidiaries, which liability or obligation would have or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on ProvidianWaterhouse. To the knowledge of ProvidianTD, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on ProvidianWaterhouse. To Except as set forth in Section 3.18 of the TD Disclosure Schedule, to the knowledge of ProvidianTD, during or prior to the period of (i) its the ownership by Waterhouse or any of its Subsidiaries’ ownership or operation the Business Subsidiaries of any of their respective current properties, (ii) its the participation by Waterhouse or any of its Subsidiaries’ participation the Business Subsidiaries in the management of any property, or (iii) its the holding by Waterhouse or any of its Subsidiaries’ holding the Business Subsidiaries of a security interest or other interest in any property, there were no releases or threatened releases release of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws (collectively “Hazardous Materials”) in, on, under or affecting any such property which would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on ProvidianWaterhouse. Neither Providian Waterhouse nor any of its the Business Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency Governmental Authority or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on ProvidianWaterhouse. Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 3.18 shall be deemed the only representations and warranties of TD in this Agreement with respect to matters relating to Environmental Laws or to Hazardous Materials.

Environmental Liability. Except as set forth in Section 4.20 3.2(q) of the Providian FHI Disclosure ScheduleSchedule or in the FHI SEC Documents filed prior to the date of this Agreement, 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 nature seeking to impose, or that is reasonably could be expected likely to result in the imposition, on Providian FHI or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protectionprotections, human health or safety, 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, the “Environmental Laws”)Law, pending or, to the best knowledge of ProvidianFHI, threatened threatened, against Providian FHI or any of its Subsidiaries, which liability or obligation obligation, individually or in the aggregate, would have or would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on ProvidianFHI. To the best knowledge of ProvidianFHI, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on ProvidianFHI. To the best knowledge of ProvidianFHI, during or 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’ ' 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 release of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which which, individually or in the aggregate, would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on ProvidianFHI. Neither Providian FHI nor any Subsidiary of its Subsidiaries FHI is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency Governmental Entity or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on ProvidianFHI.

Environmental Liability. Except as set forth in Section 4.20 4.19 of the Providian Ameritrade Disclosure Schedule, 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 nature seeking to impose, or that are reasonably could be expected likely to result in the imposition, on Providian Ameritrade or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protectionprotections, human health or safety, 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, the “Environmental Laws”), pending or, to the knowledge of ProvidianAmeritrade, threatened threatened, against Providian Ameritrade or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on ProvidianAmeritrade. To the knowledge of ProvidianAmeritrade, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on ProvidianAmeritrade. To Except as set forth in Section 4.19 of the Ameritrade Disclosure Schedule, to the knowledge of ProvidianAmeritrade, during or prior to the period of (i) its the ownership by Ameritrade or any of its Subsidiaries’ ownership or operation Subsidiaries of any of their respective current properties, (ii) its the participation by Ameritrade or any of its Subsidiaries’ participation Subsidiaries in the management of any property, or (iii) its the holding by Ameritrade or any of its Subsidiaries’ holding Subsidiaries of a security interest or other interest in any property, there were no releases or threatened releases release of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws Hazardous Materials in, on, under or affecting any such property which would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on ProvidianAmeritrade. Neither Providian Ameritrade nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency Governmental Authority or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on ProvidianAmeritrade. Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 4.19 shall be deemed the only representations and warranties of Ameritrade in this Agreement with respect to matters relating to Environmental Laws or to Hazardous Materials.

Environmental Liability. Except (a) The Company and each of its Subsidiaries has been since January 2, 2002 and currently is in compliance with all Environmental Laws, including possessing and complying with all Environmental Permits, except for such non-compliance as set forth in Section 4.20 of would not reasonably be expected to have a Company Material Adverse Effect. To the Providian Disclosure ScheduleCompany's Knowledge, there are no legal, administrative, arbitral conditions or other proceedings, claims, actions, causes of action, private environmental investigations circumstances that would limit or remediation activities preclude it or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on Providian or any of its Subsidiaries of any liability or 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 the Comprehensive from renewing such Environmental Response, Compensation and Liability Act of 1980, as amended Permits. (collectively, the “Environmental Laws”), b) There is no pending or, to the knowledge Knowledge of Providianthe Company, threatened investigation, action, claim, lawsuit, review or administrative proceeding against Providian the Company or any of its Subsidiaries, which liability under or obligation would have or pursuant to any Environmental Law (an "ENVIRONMENTAL CLAIM"), that would reasonably be expected to have a Company Material Adverse Effect on ProvidianEffect. To Neither the knowledge Company nor any of Providianits Subsidiaries has received any notice, there notification, demand, citation, summons or order from any Person alleging that the Company or any of its Subsidiaries has been or is no reasonable basis for in violation of any such proceedingEnvironmental Law or otherwise may be liable under any applicable Environmental Law, claim, action which violation or governmental investigation that would impose any liability or obligation that would have or is unresolved and would reasonably be expected to have a Company Material Adverse Effect on ProvidianEffect. To Neither the knowledge Company nor any of Providianits Subsidiaries has received any request for information from any Person related to liability under or compliance with any applicable Environmental Law, during or prior to except for such matters as would not, if they matured into a claim against the period of (i) its Company or any of its Subsidiaries’ ownership , reasonably be expected to have a Company Material Adverse Effect. (c) With respect to the real property that is currently owned, leased or operation of any of their respective current properties, (ii) its operated by the Company or any of its Subsidiaries’ participation in , there have been no contaminations, spills, discharges or releases (as such term is defined by CERCLA without regard to the management exceptions therein) of any propertyHazardous Substances on, underneath, or (iii) its migrating to or from 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 real property which that would reasonably be expected to have a Company Material Adverse Effect on Providian. Neither Providian nor Effect. (d) With respect to real property that was formerly owned, leased or operated by the Company or any of its Subsidiaries Subsidiaries, to the Knowledge of the Company, there were no contaminations, spills, discharges or releases (as such term is subject defined by the CERCLA without regard to any agreementthe exceptions therein) of Hazardous Substances on, orderunderneath, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant migrating to or under from any Environmental Law of such real property during or prior to the Company's or any of its Subsidiaries' ownership or operation of such real property that would have reasonably be expected to result in a Company Material Adverse Effect. (e) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect Effect, neither the Company nor any of its Subsidiaries has entered into or agreed to, or is otherwise subject to, any judgment relating to any Environmental Law or to the investigation or remediation of Hazardous Substances. (f) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, there has been no treatment, storage or release of any Hazardous Substances that would reasonably be expected to form the basis of any Environmental Claim against the Company or any of its Subsidiaries or against any Person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has retained or assumed, either contractually or by operation of law. (g) Except as disclosed in Section 2.15(g) of the Company Disclosure Schedules, there are no underground storage tanks at, on, under or about (i) any Real Property or (ii) to the Knowledge of the Company, any other property operated by the Company or any of its Subsidiaries. (h) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, and except as described in Section 2.15(h) of the Company Disclosure Schedules, to the Knowledge of the Company, any asbestos-containing material that is at, under or about property owned, operated or leased by the Company or any of its Subsidiaries is non-friable or encapsulated and in good condition according to the generally accepted standards and practices governing such material, and its presence or current condition does not violate or otherwise require abatement or removal pursuant to any applicable Environmental Law. No matter listed on ProvidianSection 2.15(h) of the Company Disclosure Schedules, individually or in the aggregate, could reasonably be expected to have or result in a Company Material Adverse Effect. (i) The Company and its Subsidiaries have furnished or made available to Parent complete and correct copies of all material environmental site assessment reports, studies, and correspondence on environmental matters (in each instance relevant to the Company or its Subsidiaries) relating to their respective operations, assets, businesses or properties. (j) Except as would not reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, there are no past or present conditions, events, circumstances, facts, activities, practices, incidents, actions, omissions or plans (A) that could reasonably be expected to interfere with or prevent continued compliance by the Company or any of its Subsidiaries with Environmental Laws or (B) that could reasonably be expected to give rise to any liability or other obligation of the Company or any of its Subsidiaries under any Environmental Laws.

Environmental Liability. Except as set forth would not have a Maple Parent Material Adverse Effect: (a) Maple Parent and the Maple Parent Subsidiaries are, and have been, in Section 4.20 compliance, with all Environmental Laws applicable to their respective operations, which compliance includes the possession and maintenance of, and compliance with, all permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities (“Permits”) required under applicable Environmental Laws for the operation of the Providian Disclosure Schedulebusiness of Maple Parent and the Maple Parent Subsidiaries. Neither Maple Parent nor any of the Maple Parent Subsidiaries has received any written notice, there are demand, letter or claim alleging that Maple Parent or any Maple Parent Subsidiary is in violation of or liable under any Environmental Law, including with respect to any alleged release of or exposure to any Hazardous Substances or the validity of or failure to comply with any Permit required under Environmental Law and, to the Knowledge of Maple Parent, no legalsuch notice, administrative, arbitral demand or other proceedings, claims, actions, causes claim has been threatened. (b) Neither Maple Parent nor any of action, private environmental investigations the Maple Parent Subsidiaries is a party to or remediation activities or governmental investigations is the subject of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on Providian or any of its Subsidiaries of any liability or 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 the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge Knowledge of ProvidianMaple Parent, threatened against Providian Legal Proceeding (i) alleging any Liability or responsibility under or noncompliance with any Environmental Law or (ii) seeking to impose any financial responsibility for any investigation, cleanup, removal, containment or any other remediation of its Subsidiariesor exposure to, which liability Hazardous Substances, and, to Maple Parent’s Knowledge, no Hazardous Substances are present at, on or obligation would have under any Maple Parent Owned Real Property or Maple Parent Leased Real Property of a type or in a condition that would reasonably be expected to have a Material Adverse Effect on Providian. To the knowledge of Providian, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any give rise to liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on Providian. To the knowledge of Providian, during or 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’ 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 on the part of Maple Parent or affecting any such property which would reasonably be expected to have a Material Adverse Effect on ProvidianMaple Parent Subsidiaries. Neither Providian Maple Parent nor any of its Subsidiaries Maple Parent Subsidiary is subject to any agreement, order, judgment, decree, letter Order or memorandum agreement by or with any court, governmental authority, regulatory agency Governmental Entity or third party imposing any material liability or obligation pursuant on Maple Parent or any Maple Parent Subsidiary with respect to or under any Environmental Law that would have or would reasonably be expected to have a Material Adverse Effect on Providianof the foregoing.

Environmental Liability. Except as set forth in Section 4.20 3.1(p) of the Providian BancWest Disclosure Schedule, 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 nature seeking to impose, or that is reasonably could be expected likely to result in the imposition, on Providian BancWest or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protectionprotections, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “"Environmental Laws”"), pending or, to the best knowledge of ProvidianBancWest, threatened threatened, against Providian BancWest or any of its Subsidiaries, which liability or obligation obligation, individually or in the aggregate, would have or would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on ProvidianBancWest. To the best knowledge of ProvidianBancWest, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on ProvidianBancWest. To Except as set forth in Section 3.1(p) of the BancWest Disclosure Schedule, to the best knowledge of ProvidianBancWest, during or prior to the period of (i) its the ownership by BancWest or any of its Subsidiaries’ ownership or operation Subsidiaries of any of their respective current properties, (ii) its the participation by BancWest or any of its Subsidiaries’ participation Subsidiaries in the management of any property, or (iii) its the holding by BancWest or any of its Subsidiaries’ holding Subsidiaries of a security interest or other interest in any property, there were no releases or threatened releases release of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which which, individually or in the aggregate, would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on ProvidianBancWest. Neither Providian BancWest nor any Subsidiary of its Subsidiaries BancWest or Bank of the West is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency Governmental Entity or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on ProvidianBancWest.

Environmental Liability. Except as set forth in Section 4.20 3.1(q) of the Providian SierraWest Disclosure Schedule, 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 nature seeking to impose, or that is reasonably could be expected likely to result in the imposition, on Providian SierraWest or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protectionprotections, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “"Environmental Laws”"), pending or, to the best knowledge of ProvidianSierraWest, threatened threatened, against Providian SierraWest or any of its Subsidiaries, which liability or obligation obligation, individually or in the aggregate, would have or would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on ProvidianSierraWest. To the best knowledge of ProvidianSierraWest, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on ProvidianSierraWest. To Except as set forth in Section 3.1(q) of the SierraWest Disclosure Schedule, to the best knowledge of ProvidianSierraWest, during or prior to the period of (i) its the ownership by SierraWest or any of its Subsidiaries’ ownership or operation Subsidiaries of any of their respective current properties, (ii) its the participation by SierraWest or any of its Subsidiaries’ participation Subsidiaries in the management of any property, or (iii) its the holding by SierraWest or any of its Subsidiaries’ holding Subsidiaries of a security interest or other interest in any property, there were no releases or threatened releases release of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which which, individually or in the aggregate, would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on ProvidianSierraWest. Neither Providian SierraWest nor any Subsidiary of its Subsidiaries SierraWest or SWB is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency Governmental Entity or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would be reasonably be expected likely to have a Material Adverse Effect material adverse effect on ProvidianSierraWest.