| AGREEMENT AND PLAN OF REORGANIZATION PAGE 17
law or agency requirements, and requirements relating to, without limitation, responsible
property transfer, underground storage tanks, petroleum products, air pollutants, water pollutants
or storm water or process waste water, or otherwise relating to the environment, air, water, soil,
or toxic or hazardous substances or to the manufacturing, recycling, handling, processing,
distribution, use, generation, treatment, storage, disposal, or transport of any hazardous or toxic
substances or petroleum products (including polychlorinated biphenyls, whether contained or
uncontained, and asbestos-containing materials, whether friable or not), including, without
limitation, the Federal Solid Waste Disposal Act, the Hazardous and Solid Waste Amendments,
the Federal Clean Air Act, the Federal Clean Water Act, the Occupational Health and Safety Act,
the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the
Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, and
the Superfund Amendments and Reauthorization Act of 1986, all as amended, and regulations of
the Environmental Protection Agency, the Nuclear Regulatory Agency, the Army Corps of
Engineers, the Department of Interior, the United States Fish and Wildlife Service, and any state
department of natural resources or state environmental protection agency now or at any time
thereafter in effect (collectively, “Environmental Laws”). There are no pending or, to the
knowledge of SimplyBank, threatened claims, actions, or proceedings by any local municipality,
sewage district, or other Governmental Authority against SimplyBank or any of its Subsidiaries
with respect to the Environmental Laws, and, to the knowledge of SimplyBank, there is no
reasonable basis or grounds for any such claim, action, or proceeding. No environmental
clearances are required for the conduct of the business of SimplyBank or any of its Subsidiaries
as currently conducted or the consummation of the Interim Merger or any of the other
transactions contemplated hereby. Neither SimplyBank nor any of its Subsidiaries is the owner,
or, to the knowledge of SimplyBank, has been in the chain of title, or the operator or lessee, of
any property on which any substances have been used, stored, deposited, treated, recycled, or
disposed of, other than in compliance with Environmental Laws and which substances, if known
to be present on, at, or under such property, would require clean-up, removal, treatment,
abatement, response costs, or any other remedial action under any Environmental Law. Neither
SimplyBank nor any of its Subsidiaries has any liability for any clean-up or remediation under
any of the Environmental Laws with respect to any Real Property.
Loans and Investments.
(a) The SimplyBank Disclosure Schedule contains (i) a list of each Loan by
SimplyBank that has been classified by regulatory examiners or management as “Other Loans
Especially Mentioned,” “Substandard,” “Doubtful,” or “Loss” or that has been identified by
accountants or auditors (internal or external) as having a significant risk of uncollectability as of
June 30, 2023, (ii) the most recent Loan watch list of SimplyBank and a list of all Loans which
have been determined to be thirty (30) days or more past due with respect to principal or interest
payments, have been placed on nonaccrual status, or have been designated as Troubled Debt
Restructuring (“TDR”) loans, and (iii) a list of all unfunded Loan commitments (and Loans
currently under consideration) of the types and amounts described in Section 5.03(a)(iv) of this
Agreement. SimplyBank and Subsidiaries have not sold, purchased, or entered into any Loan
participation arrangement which was outstanding at June 30, 2023, except where such
participation is on a pro rata basis according to the respective contributions of the participants to
such Loan amount. The SimplyBank Disclosure Schedule also contains a true, accurate, and |