Common use of Environmental Assessments Clause in Contracts

Environmental Assessments. (a) Company shall cooperate with and grant access to an environmental consulting firm selected by Buyer and reasonably acceptable to Company, during normal business hours (and at such other times as may be agreed), to any real property (including 72 buildings or other structures) currently owned or operated by Company or any of its Subsidiaries or any Company Loan Property for the purpose of conducting (i) Phase I Assessments (which also may include an evaluation of asbestos containing materials, polychlorinated biphenyls, lead based paint, lead in drinking water, mold, and radon) ; (ii) Phase II Environmental Assessments, including subsurface investigation of soil, soil vapor, and groundwater (“Phase II Assessment”); and/or (iii) surveys and sampling of indoor air and building materials for the presence of radon, asbestos containing materials, mold, microbial matter, polychlorinated biphenyls, and other Hazardous Substances. Buyer and its environmental consulting firm shall conduct all environmental assessments pursuant to this Section 5.17 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Company’s operation of its business, and Buyer shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted. Buyer shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II Assessment and any restoration and clean up shall be borne solely by Buyer. (b) To the extent requested by Buyer, each environmental assessment shall include an estimate by the environmental consulting firm preparing such environmental assessment of the costs of investigation, monitoring, personal injury, property damage, clean up, remediation, penalties, fines or other liabilities, as the case may be, relating to the “potential environmental condition(s)” or “recognized environmental condition(s)” or other conditions which are the subject of the environmental assessment.

Environmental Assessments. Prior to the Closing Date, Buyer and Buyer's environmental consultant, which consultant shall be reasonably satisfactory to Sellers (a) Company it being agreed that ATC is reasonably satisfactory), shall cooperate with and grant be permitted reasonable access to an environmental consulting firm selected by Buyer and reasonably acceptable to Company, during normal business hours the Properties (and at such other times as may be agreedor any one or more of them), to any real property (including 72 buildings or other structures) currently owned or operated by Company or any of its Subsidiaries or any Company Loan Property for the sole purpose of conducting (i) Phase I Assessments (environmental site assessments of such Properties which also may conform to the ASTM Standard Practice for Environmental Site Assessments: Phase I Process E 1527-97, modified to include an evaluation a limited asbestos survey. Such access shall be under reasonable terms and conditions so as not to materially interfere with the operations of asbestos containing materialsthe Sellers. In the event that Buyer's environmental consultant, polychlorinated biphenylsupon the conclusion of the Phase I site assessment, lead based paint, lead in drinking water, mold, and radon) ; (ii) reasonably recommends any Phase II Environmental Assessments, including assessment or subsurface investigation of the Properties, including but not limited to soil, soil vaporsediment or groundwater testing or sampling, borings, installation or sampling of monitoring wells (generally, "Phaxx XX Investigations"), permission for access to perform such Phase II Investigations must be obtained in writing from the Sellers in advance of any such activity, such permission not to be unreasonably withheld or delayed (and to be granted provided that such Phase II Investigations are of a usual and customary nature in consideration of the issue which is the subject matter of such Phase II Investigation). If Buyer conducts any Phase II Investigations on the Properties, Buyer agrees to indemnify and hold Sellers harmless from any and all damages, losses, liabilities, expenses, costs, claims, actions, suits, proceedings, assessments, orders, judgments, fines and penalties (including without limitation, reasonable legal, accounting, consulting, engineering and other expenses), which may be incurred, arise out of or result from any acts and omissions of Buyer, its employees, agents and representatives taken in connection with such Phase II Investigations. This provision, and groundwater (“Phase II Assessment”); and/or (iii) surveys and sampling of indoor air and building materials for the presence of radon, asbestos containing materials, mold, microbial matter, polychlorinated biphenyls, and other Hazardous Substances. Buyer and its environmental consulting firm shall conduct all environmental assessments pursuant to this Section 5.17 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Company’s operation of its business, and Buyer shall maintain or cause to be maintained reasonably adequate insurance any rights with respect to any assessment conductedpre-closing environmental investigations, testing and/or site assessments, applies only to the Properties. Buyer Any and all testing, investigations and/or site assessments shall be required to restore each property to substantially its pre-assessment condition. All costs at the sole cost and expenses incurred in connection with any Phase I or Phase II Assessment and any restoration and clean up shall be borne solely by expense of the Buyer. (b) To the extent requested by Buyer, each environmental assessment shall include an estimate by the environmental consulting firm preparing such environmental assessment of the costs of investigation, monitoring, personal injury, property damage, clean up, remediation, penalties, fines or other liabilities, as the case may be, relating to the “potential environmental condition(s)” or “recognized environmental condition(s)” or other conditions which are the subject of the environmental assessment.

Environmental Assessments. (a) On or prior to the date of this Agreement, Parent has delivered to the Company a written notice identifying, with respect to the parcels of real property for which Environmental Reports were delivered as contemplated by Section 3.01(q) (the "ER Properties"), those parcels of the ER Property with respect to which Parent will require additional Phase I or Phase II environmental assessments to be prepared ("Open ER Properties"). (b) Within 15 business days after the date of this Agreement, Parent may request, and upon such request the Company shall cooperate with and grant access cause to be performed by an environmental consulting firm selected consultant mutually agreed to by Buyer the Company and reasonably acceptable to CompanyParent, during normal business hours a Phase I environmental assessment audit (and at such other times as may be agreed), the "Phase I Assessment") with respect to any of the Open ER Properties or any other of the Company's real property (including 72 buildings or other structures) currently owned any facilities owned, operated or operated leased by the Company or any of its Subsidiaries or any Company Loan Property for (other than the purpose ER Properties with respect to which a Phase I Assessment was delivered at least five business days prior to the date of conducting (ithis Agreement and which was not designated as an Open ER Property) and the improvements and other assets located thereon. Parent will bear the costs and expenses of the Phase I Assessments. The Phase I Assessments are to be conducted for the mutual benefit of the Company and Parent and shall be performed in a manner that at a minimum satisfies the requirements of ASTM Practice E 1527-94. The Company covenants and agrees that, upon receipt of the notice referred to above, it shall diligently pursue the performance of the requisite Phase I Assessments to their completion, with draft copies of the Phase I Assessments made available to Parent by no later than 45 days after delivery to the Company of Parent's request therefor. (which also c) Parent may include an evaluation of asbestos containing materials, polychlorinated biphenyls, lead based paint, lead in drinking water, mold, and radon) ; (ii) request a Phase II Environmental Assessments, including subsurface investigation of soil, soil vapor, and groundwater environmental assessment (“a "Phase II Assessment”); and/or (iii") surveys and sampling within 15 business days after the date of indoor air and building materials for the presence of radon, asbestos containing materials, mold, microbial matter, polychlorinated biphenyls, and other Hazardous Substances. Buyer and its environmental consulting firm shall conduct all environmental assessments pursuant to this Section 5.17 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Company’s operation of its business, and Buyer shall maintain or cause to be maintained reasonably adequate insurance Agreement with respect to any assessment conducted. Buyer shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Open ER Property for which a Phase I or Phase II Assessment is not requested pursuant to Section 5.09(b), and within 15 business days after delivery to the Company of a notice of Environmental Exceptions with respect to any restoration and clean up shall be borne solely by Buyer. (b) To the extent requested by Buyer, each environmental assessment shall include an estimate by the environmental consulting firm preparing such environmental assessment of the costs of investigation, monitoring, personal injury, property damage, clean up, remediation, penalties, fines Open ER Property or other liabilitiesCompany real property for which a Phase I Assessment is requested pursuant to Section 5.09(b). Upon each such request, as the case may Company shall cause to be, relating to the “potential environmental condition(s)” or “recognized environmental condition(s)” or other conditions which are the subject of the environmental assessment.

Environmental Assessments. (a) No later than forty-five (45) Business Days after the date hereof, Company shall cooperate with and grant access to an environmental consulting firm selected and paid for by Buyer Company and reasonably acceptable to CompanyBuyer (the “Environmental Consultant”), during normal business hours (and or at such other times as may be agreedagreed to by Company), to any real owned property (including 72 buildings or other structures) currently owned or operated by set forth in Company or any of its Subsidiaries or any Company Loan Property Disclosure Schedule 3.31(a), for the purpose of conducting (i) an ASTM Phase I Assessments and an asbestos and lead base paint survey as it relates to providing an environmental site assessment to determine whether any such property may be impacted by a “recognized environmental condition,” as that term is defined by ASTM; provided, that with respect to commercial OREO property, Company shall be obligated to obtain a Phase I only as may be specifically requested by Buyer after Buyer shall have had an opportunity to perform reasonable diligence with respect to such commercial OREO property. Each Phase I (which also may include an evaluation of including the asbestos containing materials, polychlorinated biphenyls, and lead based paint, lead base paint surveys) shall be delivered in drinking water, moldcounterpart copies to Buyer and Company, and radonwill include customary language allowing both Buyer and Company to rely upon its findings and conclusions. The Environmental Consultant will provide a draft of any Phase I to Company and Buyer for review and comment prior to the finalization of such report. If Company or Company Bank has ASTM Phase I reports for any property set forth in Company Disclosure Schedule 3.31(a) ; that are dated as of a date that is within one (ii1) year before the date of this Agreement, then Company or Company Bank may deliver such reports to Buyer in lieu of the obligations set forth in this Section 5.15(a) with respect to that property. (b) To the extent the final version of any Phase I identifies any “recognized environmental condition,” Company shall cooperate with and grant access to the Environmental Consultant, during normal business hours (or at such other times as may be agreed by Company), to the property covered by such Phase I for the purpose of conducting a Phase II Environmental Assessmentslimited site assessment, including subsurface investigation of soil, soil vapor, and groundwater groundwater, designed to further investigate and evaluate any “recognized environmental condition” identified in the Phase I, the cost of which shall be shared equally between Buyer and Company. (“c) Where any Phase II Assessment”); and/or (iii) surveys and sampling of indoor air and building materials for I, asbestos or lead base paint survey identifies the presence or potential presence of radon, asbestos containing materials, mold, microbial matter, or polychlorinated biphenylsbiphenyls (“Non-scope Issues”), Company shall cooperate with and other Hazardous Substances. Buyer and its environmental consulting firm shall conduct all environmental assessments pursuant to this Section 5.17 at mutually agreeable times and so as to eliminate or minimize grant access to the greatest extent possible interference with Environmental Consultant, during normal business hours (or at such other times as may be agreed by Company’s operation ) to the property covered by such Phase I, for the purpose of its businessconducting surveys and sampling of indoor air and building materials designed to investigate such identified Non-scope Issue, and Buyer shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted. Buyer shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II Assessment and any restoration and clean up shall be borne solely paid for by BuyerCompany. (d) Any work conducted by the Environmental Consultant pursuant to subsections (b) and (c) (“Additional Environmental Assessment”) will be pursuant to a scope of work prepared by the Environmental Consultant and reasonably acceptable to Company and Buyer. The reports of any Additional Environmental Assessment will be given directly to Buyer and to Company by the Environmental Consultant. (e) To the extent requested by Buyerthat Buyer identified any past or present events, each environmental assessment conditions or circumstances that would require further investigation, remedial or cleanup action under Environmental Laws, Company shall use commercially reasonable efforts to take and complete any such reporting, remediation or other response actions prior to Closing; provided, however, that, to the extent any such response actions have not been completed prior to Closing (“Unresolved Response Action”), Company shall include an estimate by the environmental consulting firm preparing such environmental assessment amount of the costs of investigation, monitoring, personal injury, property damage, clean up, remediation, penalties, fines expected to be incurred by the Surviving Entity on or other liabilitiesafter the Closing Date, as the case may bedetermined by an independent third party with recognized expertise in environmental clean-up matters, relating to the “potential environmental condition(s)” or “recognized environmental condition(s)” or other conditions which are the subject of the environmental assessmentfully complete all Unresolved Response Actions in determining its Closing Consolidated Net Book Value.

Environmental Assessments. (a) Company i. Subject to the requirements below, following the execution of this Agreement, Buyer shall cooperate with and grant access have the right to an environmental consulting firm selected by Buyer and reasonably acceptable to Company, during normal business hours (and at such other times as may be agreed), to any real property (including 72 buildings or other structures) currently owned or operated by Company or any of its Subsidiaries or any Company Loan Property for the purpose of conducting (i) Phase I Assessments (which also may include an evaluation of asbestos containing materials, polychlorinated biphenyls, lead based paint, lead in drinking water, mold, and radon) ; (ii) conduct a Phase II Environmental Assessments, including subsurface investigation of soil, soil vapor, and groundwater (“Phase II Assessment”); and/or (iii) surveys and sampling of indoor air and building materials for the presence of radon, asbestos containing materials, mold, microbial matter, polychlorinated biphenyls, and other Hazardous Substances. Buyer and its environmental consulting firm shall conduct all environmental assessments pursuant to this Section 5.17 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Company’s operation of its business, and Buyer shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted. Buyer shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II Assessment and any restoration and clean up shall be borne solely by Buyer. (b) To the extent requested by Buyer, each environmental assessment shall include an estimate by the environmental consulting firm preparing such environmental assessment of the costs lands and ground underlying the three Lewiston 150,000-barrel tanks liners and underlying the liners at the Junction Station tank farm. Prior to commencing that work, Buyer will notify Seller in writing, stating (a) the sites at which such investigations are required, and (b) the nature of the further investigations to be undertaken, including a detailed Phase II environmental work plan ("Work Plan"), and (c) the identity of any consultants or consulting firms engaged by Buyer to perform that work for the investigation. It is understood and agreed that the Work Plan shall be subject to the following conditions: (1) tank areas-all sampling in tank areas will be accomplished from outside of the firewall and below any synthetic or engineered liner within the firewall, monitoringand (2) in all other cases, personal injuryBuyer's investigation will commence at no less than one (1) foot below ground surface. Before Buyer commences that work, property damageSeller will have the right to approve the Work Plan. Seller shall notify Buyer, clean upwithin five (5) business days following receipt of Buyer's notification and Work Plan, remediationwhether or not Seller shall permit any or all of Buyer's requested investigations and whether Seller agrees to the proposed consultant and the Work Plan, penaltieswhich approval will not be unreasonably withheld. Should Seller not permit any or all of the Work Plan hereunder, fines then Buyer shall have the right to terminate this Agreement by providing written notice thereof to Seller, and upon that termination neither Party shall have any further obligations to the other Party hereunder. ii. Except as set forth, and in compliance with, Section 9. B. i., above, Buyer shall not have the right to perform any sampling of any kind except as provided in this Section B. Should any of the inspections or assessments performed by or on behalf of Buyer under section 9.A.1. or 2., above, indicate, in Buyer's determination, that a Phase II environmental assessment, including sampling, drilling or other liabilitiessubsurface investigations is necessary because there is evidence of a reasonable likelihood of hydrocarbon contamination, as Buyer will notify Seller in writing, stating (i) the sites at which such investigations are required, and (ii) the nature of the further investigations to be undertaken, including a detailed Phase II environmental work plan ("Work Plan") for the investigation. It is understood and agreed that any sampling, drilling or other subsurface investigations referred to in this Section B shall be subject to the following condition: (i) tank areas-all sampling in tank areas will be accomplished from outside of the firewall and below any synthetic or engineered liner within the firewall and (ii) in all other cases, Buyer's investigation will commence at no less than one (1) foot below ground surface. Seller will have the right to approve (i) any consultant engaged by Buyer to perform this work and (ii) any Work Plan prior to any of the work described above being undertaken by Buyer. Seller shall notify Buyer, within five (5) business days following receipt of Buyer's notification and Work Plan, whether or not Seller shall permit any or all of Buyer's requested investigations and whether Seller agrees to the proposed consultant and the Work Plan, in the case may beof the consultant and the Work Plan, relating which approval will not be unreasonably withheld. Should Seller not permit any or all of the further investigations required by Buyer hereunder, then Buyer shall have the right to terminate this Agreement by providing written notice thereof to Seller, and upon that termination neither Party shall have any further obligations to the “potential environmental condition(s)” or “recognized environmental condition(s)” or other conditions which are the subject of the environmental assessmentParty hereunder.

Environmental Assessments. (a) Company Upon Buyer’s request, and to the extent that Parent or any of its Subsidiaries does not have reasonably current Phase I reports meeting the standards described below already in its possession, Parent shall cooperate with and grant access to an environmental consulting firm selected and paid for by Buyer and reasonably acceptable to Company(the “Environmental Consultant”), during normal business hours (and or at such other times as may be agreedagreed to by Parent), to any real property (including 72 buildings or other structures) currently owned or operated by Company or any of its Subsidiaries or any Company Loan Property set forth on Disclosure Schedule Section 3.31 for the purpose of conducting (i) an ASTM Phase I, as it relates to providing an environmental site assessment to determine whether any such property may be impacted by a “recognized environmental condition,” as that term is defined by ASTM. Each Phase I Assessments (which also may include an evaluation of asbestos containing materials, polychlorinated biphenyls, lead based paint, lead shall be delivered in drinking water, moldcounterpart copies to Buyer and Parent, and radonwill include customary language allowing both Buyer and Parent to rely upon its findings and conclusions. The Environmental Consultant will provide a draft of any Phase I to Parent and Buyer for review and comment prior to the finalization of such report. (b) ; To the extent the final version of any Phase I identifies any “recognized environmental condition,” Parent shall cooperate with and grant access to the Environmental Consultant, during normal business hours (ii) or at such other times as may be agreed by Parent), to the property covered by such Phase I for the purpose of conducting a Phase II Environmental Assessmentslimited site assessment, including subsurface investigation of soil, soil vapor, and groundwater groundwater, designed to further investigate and evaluate any “recognized environmental condition” identified in the Phase I, the cost of which shall be shared equally between Buyer and Parent. (“c) Where any Phase II Assessment”); and/or (iii) surveys and sampling of indoor air and building materials for I identifies the presence or potential presence of radon, asbestos containing materials, mold, microbial matter, or polychlorinated biphenylsbiphenyls (“Non-scope Issues”), Parent shall cooperate with and grant access to the Environmental Consultant, during normal business hours (or at such other Hazardous Substances. times as may be agreed by Parent) to the property covered by such Phase I, for the purpose of conducting surveys and sampling of indoor air and building materials designed to investigate such identified Non-scope Issue, the cost of which shall be shared equally between Buyer and its environmental consulting firm shall conduct all environmental assessments Parent. (d) Any work conducted by the Environmental Consultant pursuant to this Section 5.17 at mutually agreeable times subsections (b) and so as (c) (“Additional Environmental Assessment”) will be pursuant to eliminate or minimize a scope of work prepared by the Environmental Consultant and reasonably acceptable to the greatest extent possible interference with Company’s operation of its business, Parent and Buyer shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted. Buyer shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II Assessment and any restoration and clean up shall be borne solely by Buyer. (be) To the extent requested by Buyer, each environmental assessment shall include an estimate The reports of any Additional Environmental Assessment will be given directly to Buyer and to Parent by the environmental consulting firm preparing such environmental assessment of the costs of investigation, monitoring, personal injury, property damage, clean up, remediation, penalties, fines or other liabilities, as the case may be, relating to the “potential environmental condition(s)” or “recognized environmental condition(s)” or other conditions which are the subject of the environmental assessmentEnvironmental Consultant.

Environmental Assessments. (a) Upon Buyer’s request, and to the extent that Company or any of its Subsidiaries does not have reasonably current Phase I reports meeting the standards described below already in its possession, Company shall cooperate with and grant access to an environmental consulting firm selected and paid for by Buyer Company and reasonably acceptable to CompanyBuyer (the “Environmental Consultant”), during normal business hours (and or at such other times as may be agreedagreed to by Company), to any real property (including 72 buildings or other structures) currently owned or operated by Company or any of its Subsidiaries or any Company Loan Property set forth on Disclosure Schedule Section 3.31(a), for the purpose of conducting (i) an ASTM Phase I Assessments and an asbestos and lead base paint survey, as it relates to providing an environmental site assessment to determine whether any such property may be impacted by a “recognized environmental condition,” as that term is defined by ASTM. Each Phase I (which also may include an evaluation of including the asbestos containing materials, polychlorinated biphenyls, and lead based paint, lead base paint surveys) shall be delivered in drinking water, moldcounterpart copies to Buyer and Company, and radonwill include customary language allowing both Buyer and Company to rely upon its findings and conclusions. The Environmental Consultant will provide a draft of any Phase I to Company and Buyer for review and comment prior to the finalization of such report. (b) ; To the extent the final version of any Phase I identifies any “recognized environmental condition,” Company shall cooperate with and grant access to the Environmental Consultant, during normal business hours (ii) or at such other times as may be agreed by Company), to the property covered by such Phase I for the purpose of conducting a Phase II Environmental Assessmentslimited site assessment, including subsurface investigation of soil, soil vapor, and groundwater groundwater, designed to further investigate and evaluate any “recognized environmental condition” identified in the Phase I, the cost of which shall be shared equally between Buyer and Company. (“c) Where any Phase II Assessment”); and/or (iii) surveys and sampling of indoor air and building materials for I, asbestos or lead base paint survey identifies the presence or potential presence of radon, asbestos containing materials, mold, microbial matter, or polychlorinated biphenylsbiphenyls (“Non-scope Issues”), Company shall cooperate with and other Hazardous Substances. Buyer and its environmental consulting firm shall conduct all environmental assessments pursuant to this Section 5.17 at mutually agreeable times and so as to eliminate or minimize grant access to the greatest extent possible interference with Environmental Consultant, during normal business hours (or at such other times as may be agreed by Company’s operation ) to the property covered by such Phase I, for the purpose of its businessconducting surveys and sampling of indoor air and building materials designed to investigate such identified Non-scope Issue, and Buyer shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted. Buyer shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II Assessment and any restoration and clean up shall be borne solely paid for by BuyerCompany. (d) Any work conducted by the Environmental Consultant pursuant to subsections (b) and (c) (“Additional Environmental Assessment”) will be pursuant to a scope of work prepared by the Environmental Consultant and reasonably acceptable to Company and Buyer. The reports of any Additional Environmental Assessment will be given directly to Buyer and to Company by the Environmental Consultant. (e) To the extent requested by Buyerthat Buyer identified any past or present events, each environmental assessment conditions or circumstances that would require further investigation, remedial or cleanup action under Environmental Laws, the Company shall use commercially reasonable best efforts to take and complete any such reporting, remediation or other response actions prior to Closing; provided, however, that, to the extent any such response actions have not been completed prior to Closing (“Unresolved Response Action”), the Company shall include an estimate by the environmental consulting firm preparing such environmental assessment after-tax amount of the costs of investigation, monitoring, personal injury, property damage, clean up, remediation, penalties, fines expected to be incurred by the Surviving Entity on or other liabilitiesafter the Closing Date, as the case may bedetermined by an independent third party with recognized expertise in environmental clean-up matters, relating to the “potential environmental condition(s)” or “recognized environmental condition(s)” or other conditions which are the subject of the environmental assessmentfully complete all Unresolved Response Actions in determining its Closing Consolidated Net Book Value.

Environmental Assessments. Prior to the Closing Date, Buyer and Buyer's environmental consultant, which consultant shall be reasonably satisfactory to Sellers (a) Company it being agreed that ATC is reasonably satisfactory), shall cooperate with and grant be permitted reasonable access to an environmental consulting firm selected by Buyer and reasonably acceptable to Company, during normal business hours the Properties (and at such other times as may be agreedor any one or more of them), to any real property (including 72 buildings or other structures) currently owned or operated by Company or any of its Subsidiaries or any Company Loan Property for the sole purpose of conducting (i) Phase I Assessments (environmental site assessments of such Properties which also may conform to the ASTM Standard Practice for Environmental Site Assessments: Phase I Process E 1527-97, modified to include an evaluation a limited asbestos survey. Such access shall be under reasonable terms and conditions so as not to materially interfere with the operations of asbestos containing materialsthe Sellers. In the event that Buyer's environmental consultant, polychlorinated biphenylsupon the conclusion of the Phase I site assessment, lead based paint, lead in drinking water, mold, and radon) ; (ii) reasonably recommends any Phase II Environmental Assessments, including assessment or subsurface investigation of the Properties, including but not limited to soil, soil vaporsediment or groundwater testing or sampling, borings, installation or sampling of monitoring xxxxx (generally, "Phase II Investigations"), permission for access to perform such Phase II Investigations must be obtained in writing from the Sellers in advance of any such activity, such permission not to be unreasonably withheld or delayed (and to be granted provided that such Phase II Investigations are of a usual and customary nature in consideration of the issue which is the subject matter of such Phase II Investigation). If Buyer conducts any Phase II Investigations on the Properties, Buyer agrees to indemnify and hold Sellers harmless from any and all damages, losses, liabilities, expenses, costs, claims, actions, suits, proceedings, assessments, orders, judgments, fines and penalties (including without limitation, reasonable legal, accounting, consulting, engineering and other expenses), which may be incurred, arise out of or result from any acts and omissions of Buyer, its employees, agents and representatives taken in connection with such Phase II Investigations. This provision, and groundwater (“Phase II Assessment”); and/or (iii) surveys and sampling of indoor air and building materials for the presence of radon, asbestos containing materials, mold, microbial matter, polychlorinated biphenyls, and other Hazardous Substances. Buyer and its environmental consulting firm shall conduct all environmental assessments pursuant to this Section 5.17 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Company’s operation of its business, and Buyer shall maintain or cause to be maintained reasonably adequate insurance any rights with respect to any assessment conductedpre-closing environmental investigations, testing and/or site assessments, applies only to the Properties. Buyer Any and all testing, investigations and/or site assessments shall be required to restore each property to substantially its pre-assessment condition. All costs at the sole cost and expenses incurred in connection with any Phase I or Phase II Assessment and any restoration and clean up shall be borne solely by expense of the Buyer. (b) To the extent requested by Buyer, each environmental assessment shall include an estimate by the environmental consulting firm preparing such environmental assessment of the costs of investigation, monitoring, personal injury, property damage, clean up, remediation, penalties, fines or other liabilities, as the case may be, relating to the “potential environmental condition(s)” or “recognized environmental condition(s)” or other conditions which are the subject of the environmental assessment.

Environmental Assessments. (a) Upon Buyer’s request, and to the extent that Company or any of its Subsidiaries does not have reasonably current Phase I reports meeting the standards described below already in its possession, Company shall cooperate with and grant access to an environmental consulting firm selected and paid for by Buyer Company and reasonably acceptable to CompanyBuyer (the “Environmental Consultant”), during normal business hours (and or at such other times as may be agreedagreed to by Company), to any real property (including 72 buildings or other structures) currently owned or operated by Company or any of its Subsidiaries or any Company Loan Property set forth on Disclosure Schedule Section 3.31(a), for the purpose of conducting (i) an ASTM Phase I Assessments and an asbestos and lead base paint survey, as it relates to providing an environmental site assessment to determine whether any such property may be impacted by a “recognized environmental condition,” as that term is defined by ASTM. Each Phase I (which also may include an evaluation of including the asbestos containing materials, polychlorinated biphenyls, and lead based paint, lead base paint surveys) shall be delivered in drinking water, moldcounterpart copies to Buyer and Company, and radonwill include customary language allowing both Buyer and Company to rely upon its findings and conclusions. The Environmental Consultant will provide a draft of any Phase I to Company and Buyer for review and comment prior to the finalization of such report. (b) ; To the extent the final version of any Phase I identifies any “recognized environmental condition,” Company shall cooperate with and grant access to the Environmental Consultant, during normal business hours (ii) or at such other times as may be agreed by Company), to the property covered by such Phase I for the purpose of conducting a Phase II Environmental Assessmentslimited site assessment, including subsurface investigation of soil, soil vapor, and groundwater groundwater, designed to further investigate and evaluate any “recognized environmental condition” identified in the Phase I, the cost of which shall be shared equally between Buyer and Company. (“c) Where any Phase II Assessment”); and/or (iii) surveys and sampling of indoor air and building materials for I, asbestos or lead base paint survey identifies the presence or potential presence of radon, asbestos containing materials, mold, microbial matter, or polychlorinated biphenylsbiphenyls (“Non-scope Issues”), Company shall cooperate with and other Hazardous Substances. Buyer and its environmental consulting firm shall conduct all environmental assessments pursuant to this Section 5.17 at mutually agreeable times and so as to eliminate or minimize grant access to the greatest extent possible interference with Environmental Consultant, during normal business hours (or at such other times as may be agreed by Company’s operation ) to the property covered by such Phase I, for the purpose of its businessconducting surveys and sampling of indoor air and building materials designed to investigate such identified Non-scope Issue, and Buyer shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted. Buyer shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II Assessment and any restoration and clean up shall be borne solely paid for by BuyerCompany. (d) Any work conducted by the Environmental Consultant pursuant to subsections (b) and (c) (“Additional Environmental Assessment”) will be pursuant to a scope of work prepared by the Environmental Consultant and reasonably acceptable to Company and Buyer. The reports of any Additional Environmental Assessment will be given directly to Buyer and to Company by the Environmental Consultant. (e) To the extent requested by Buyerthat Buyer identified any past or present events, each environmental assessment conditions or circumstances that would require further investigation, remedial or cleanup action under Environmental Laws, the Company shall use commercially reasonable efforts to take and complete any such reporting, remediation or other response actions prior to Closing; provided, however, that, to the extent any such response actions have not been completed prior to Closing (“Unresolved Response Action”), the Company shall include an estimate by the environmental consulting firm preparing such environmental assessment after-tax amount of the costs of investigation, monitoring, personal injury, property damage, clean up, remediation, penalties, fines expected to be incurred by the Surviving Entity on or other liabilitiesafter the Closing Date, as the case may bedetermined by an independent third party with recognized expertise in environmental clean-up matters, relating to the “potential environmental condition(s)” or “recognized environmental condition(s)” or other conditions which are the subject of the environmental assessmentfully complete all Unresolved Response Actions in determining its Closing Consolidated Net Book Value.

Environmental Assessments. At Buyer’s request and at its sole cost, Seller: (a) Company shall cooperate with and grant access to an environmental consulting firm selected by Buyer and reasonably acceptable to Company, during normal business hours (and at such other times as may be agreed), to any real property (including 72 buildings or other structures) currently owned or operated by Company or any of its Subsidiaries or any Company Loan Property for the purpose of conducting (i) Phase I Assessments (which also may include an evaluation of asbestos containing materials, polychlorinated biphenyls, lead based paint, lead in drinking water, mold, and radon) ; (ii) Phase II Environmental Assessments, including subsurface investigation of soil, soil vapor, and groundwater (“Phase II Assessment”); and/or (iii) surveys and sampling of indoor air and building materials for the presence of radon, asbestos containing materials, mold, microbial matter, polychlorinated biphenyls, and other Hazardous Substances. Buyer and its environmental consulting firm shall conduct all environmental assessments pursuant to this Section 5.17 at mutually agreeable times and so as to eliminate or minimize to the greatest extent possible interference with Company’s operation of its business, and Buyer shall maintain permit or cause to be maintained permitted Buyer and Buyer’s environmental consultant, upon reasonable notice at reasonable times, to conduct such investigations known as “Phase I” environmental site assessments (consistent with recognized industry standards, approved scopes of work, and applicable access rights) of any Owned Property, Leased Property or Contract Mining Right property and the operations conducted thereat; and (b) may, in its sole discretion, permit or cause to be permitted Buyer and Buyer’s environmental consultant to conduct such investigations known as “Phase II” environmental site assessments or any other site assessment involving sampling and analysis of environmental media, building materials, or any invasive sampling (consistent with recognized industry standards, approved scopes of work, and applicable access rights) at any Owned Property, Leased Property or Contract Mining Right (“Buyer’s Environmental Assessments”). Any and all Buyer’s Environmental Assessments shall be conducted by a qualified environmental consulting firm reasonably adequate acceptable to Seller, possessing levels of insurance reasonably acceptable to Seller and which shall name Seller as an additional named insured, in compliance with respect to Applicable Laws, requirements of any assessment conductedGovernmental Bodies, procedures and protocols of the Companies and in a manner that minimizes the disruption of the operations of the Companies. Buyer shall be required indemnify, defend and hold harmless Seller and its Affiliates against, and reimburse Seller and its Affiliates for, any and all amounts paid or incurred by Seller or its Affiliates to restore each property to substantially the extent arising out of the activities of Buyer or its pre-assessment condition. All costs and expenses incurred consultants in connection with the performance of any Phase I or Phase II Assessment and Buyer’s Environmental Assessments. At Seller’s request, Buyer shall deliver to Seller a copy of any restoration and clean up shall be borne solely by completed Buyer’s Environmental Assessments. (b) To the extent requested by Buyer, each environmental assessment shall include an estimate by the environmental consulting firm preparing such environmental assessment of the costs of investigation, monitoring, personal injury, property damage, clean up, remediation, penalties, fines or other liabilities, as the case may be, relating to the “potential environmental condition(s)” or “recognized environmental condition(s)” or other conditions which are the subject of the environmental assessment.

Environmental Assessments. (a) On or prior to the date of this Agreement, Parent has delivered to the Company a written notice identifying, with respect to the parcels of real property for which Environmental Reports were delivered as contemplated by Section 3.01(q) (the "ER Properties"), those parcels of the ER Property with respect to which Parent will require additional Phase I or Phase II environmental assessments to be prepared ("Open ER Properties"). (b) Within 15 business days after the date of this Agreement, Parent may request, and upon such request the Company shall cooperate with and grant access cause to be performed by an environmental consulting firm selected consultant mutually agreed to by Buyer the Company and reasonably acceptable to CompanyParent, during normal business hours a Phase I environmental assessment audit (and at such other times as may be agreed), the "Phase I Assessment") with respect to any of the Open ER Properties or any other of the Company's real property (including 72 buildings or other structures) currently owned any facilities owned, operated or operated leased by the Company or any of its Subsidiaries or (other than the ER Properties with respect to which a Phase I Assessment was delivered at least five business days prior to the date of this Agreement and which was not designated as an Open ER Property) and the improvements and other assets located thereon. Parent will bear the costs and expenses of the Phase I Assessments. The Phase I Assessments are to be conducted for the mutual benefit of the Company and Parent and shall be performed in a manner that at a minimum satisfies the requirements of ASTM Practice E 1527-94. The Company covenants and agrees that, upon receipt of the notice referred to above, it shall diligently pursue the performance of the requisite Phase I Assessments to their completion, with draft copies of the Phase I Assessments made available to Parent by no later than 45 days after delivery to the Company of Parent's request therefor. (c) Parent may request a Phase II environmental assessment (a "Phase II Assessment") within 15 business days after the date of this Agreement with respect to any Company Loan Open ER Property for which a Phase I Assessment is not requested pursuant to Section 5.09(b), and within 15 business days after delivery to the purpose Company of conducting a notice of Environmental Exceptions with respect to any Open ER Property or other Company real property for which a Phase I Assessment is requested pursuant to Section 5.09(b). Upon each such request, the Company shall cause to be performed by an environmental consultant mutually agreed to by the Company and Parent a Phase II Assessment of such property and the improvements and other assets located thereon; provided, however, the Company shall not be obligated to cause a Phase II Assessment to be performed with respect to any leased real property unless the Company is able to obtain written consent for the Phase II Assessment from the landlord, which consent the Company shall use its best efforts to obtain. Parent will bear the costs and expenses of the Phase II Assessment. The Company covenants and agrees that, upon receipt of the notice referred to above, it shall diligently pursue the performance of the requisite Phase II Assessments to their completion, with draft copies of the Phase II Assessments made available to Parent by no later than 60 days after delivery to the Company of Parent's request therefor. The Phase II Assessments are to be conducted for the mutual benefit of the Company and Parent, and each Phase II Assessment shall be performed in a manner reasonably anticipated to identify (i) the presence of Hazardous Substances on or affecting the Company property to which the Phase I Assessments (which also may include an evaluation of asbestos containing materials, polychlorinated biphenyls, lead based paint, lead in drinking water, mold, and radon) II Assessment relates; (ii) Phase II Environmental Assessmentsany other environmental conditions existing at the property that reasonably could be expected to (A) adversely affect the use of such real property as currently used by the Company and its Subsidiaries, including subsurface investigation (B) to require the Surviving Corporation to engage in remediation or corrective action to cleanup or stabilize such conditions or (C) subject the Surviving Corporation to third party liability or sanctions, fines, or penalties by a Governmental Entity as a result of soil, soil vapor, the existence or migration of any such environmental conditions; and groundwater (“Phase II Assessment”); and/or (iii) surveys any violation of Environmental Laws upon or associated with such real property or any improvements or assets located therein (collectively, "Environmental Exceptions") and sampling shall include an estimate of indoor air and building materials for the presence total cost of radonremediating or taking other actions to clean up or stabilize, asbestos containing materialsto the extent required under applicable law or as otherwise necessary to enable the Surviving Corporation to continue its broadcast operations as presently conducted, moldsuch Environmental Exceptions (collectively, microbial matterthe "Estimated Remediation Costs"). (d) If the Estimated Remediation Costs exceeds $500,000 in the aggregate, polychlorinated biphenylsthen Parent shall have the right, and other Hazardous Substances. Buyer and its environmental consulting firm shall conduct all environmental assessments exercisable by written notice given to the Company within five (5) business days after Parent's receipt of the final Phase II Assessment requested pursuant to this Section 5.17 at mutually agreeable times 5.09, to elect to terminate this Agreement; provided, that, upon the giving by Parent of written notice electing to terminate this Agreement pursuant to this Section, 5.09(d), Parent and so as the Company agree to eliminate or minimize cooperate in good faith to attempt to determine (i) Estimated Remediation Costs related to any parcel of the Company's real property that may be abandoned and/or the leasehold interest with respect thereto terminated by the Company and its Subsidiaries prior to the greatest extent possible interference with Company’s operation of its business, and Buyer shall maintain or cause to be maintained reasonably adequate insurance Effective Time without any future material liability with respect to any assessment conducted. Buyer shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II Assessment and any restoration and clean up shall be borne solely by Buyer. Environmental Exceptions related thereto (b"Abandoned Property"), (ii) To the extent requested by Buyer, each environmental assessment shall include an estimate by the environmental consulting firm preparing such environmental assessment of the costs of investigation, monitoring, personal injury, property damage, clean up, remediation, penalties, fines terminating any such leasehold interests or other liabilitiesabandoning such Abandoned Property, as applicable (including without limitation estimated future liabilities with respect to any Environmental Exceptions related thereto), and acquiring replacement real property (in fee or by leasehold) as reasonably acceptable to Parent and sufficient to permit continued operation by the case Surviving Corporation as previously conducted on the Abandoned Property ("Replacement Costs") and (iii) if any real property interest may bebe abandoned as contemplated in clause (i) of this Section 5.09(d), relating to identify and procure replacement property as contemplated by clause (ii) of this Section 5.09(d), and, if within 60 days after the “potential environmental condition(sgiving of such notice, Parent and the Company agree that (A) the Estimated Remediation Cost less (B) the Estimated Remediation Cost related to any Abandoned Property plus (C) all Replacement Costs do not exceed $500,000, then Parent shall not have the right to terminate this Agreement pursuant to this Section 5.09(d)” or “recognized environmental condition(s)” or other conditions which are . If Parent and the subject Company fail to reach such agreement within the 60 day period referred to in the preceding sentence, this Agreement shall terminate at the close of the environmental assessmentbusiness on such 60th day.

Environmental Assessments. (a) No later than forty-five (45) Business Days after the date hereof, Company shall cooperate with and grant access to an environmental consulting firm selected and paid for by Buyer Company and reasonably acceptable to CompanyBuyer (the “Environmental Consultant”), during normal business hours (and or at such other times as may be agreedagreed to by Company), to any real owned property (including 72 buildings or other structures) currently owned or operated by set forth in Company or any of its Subsidiaries or any Company Loan Property Disclosure Schedule ‎3.31(a), for the purpose of conducting (i) an ASTM Phase I Assessments and an asbestos and lead base paint survey as it relates to providing an environmental site assessment to determine whether any such property may be impacted by a “recognized environmental condition,” as that term is defined by ASTM; provided, that with respect to commercial OREO property, Company shall be obligated to obtain a Phase I only as may be specifically requested by Buyer after Buyer shall have had an opportunity to perform reasonable diligence with respect to such commercial OREO property. Each Phase I (which also may include an evaluation of including the asbestos containing materials, polychlorinated biphenyls, and lead based paint, lead base paint surveys) shall be delivered in drinking water, moldcounterpart copies to Buyer and Company, and radonwill include customary language allowing both Buyer and Company to rely upon its findings and conclusions. The Environmental Consultant will provide a draft of any Phase I to Company and Buyer for review and comment prior to the finalization of such report. If Company or Company Bank has ASTM Phase I reports for any property set forth in Company Disclosure Schedule ‎3.31(a) ; that are dated as of a date that is within one (ii1) year before the date of this Agreement, then Company or Company Bank may deliver such reports to Buyer in lieu of the obligations set forth in this ‎Section 5.15(a) with respect to that property. (b) To the extent the final version of any Phase I identifies any “recognized environmental condition,” Company shall cooperate with and grant access to the Environmental Consultant, during normal business hours (or at such other times as may be agreed by Company), to the property covered by such Phase I for the purpose of conducting a Phase II Environmental Assessmentslimited site assessment, including subsurface investigation of soil, soil vapor, and groundwater groundwater, designed to further investigate and evaluate any “recognized environmental condition” identified in the Phase I, the cost of which shall be shared equally between Buyer and Company. (“c) Where any Phase II Assessment”); and/or (iii) surveys and sampling of indoor air and building materials for I, asbestos or lead base paint survey identifies the presence or potential presence of radon, asbestos containing materials, mold, microbial matter, or polychlorinated biphenylsbiphenyls (“Non-scope Issues”), Company shall cooperate with and other Hazardous Substances. Buyer and its environmental consulting firm shall conduct all environmental assessments pursuant to this Section 5.17 at mutually agreeable times and so as to eliminate or minimize grant access to the greatest extent possible interference with Environmental Consultant, during normal business hours (or at such other times as may be agreed by Company’s operation ) to the property covered by such Phase I, for the purpose of its businessconducting surveys and sampling of indoor air and building materials designed to investigate such identified Non-scope Issue, and Buyer shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted. Buyer shall be required to restore each property to substantially its pre-assessment condition. All costs and expenses incurred in connection with any Phase I or Phase II Assessment and any restoration and clean up shall be borne solely paid for by BuyerCompany. (d) Any work conducted by the Environmental Consultant pursuant to subsections (b) and (c) (“Additional Environmental Assessment”) will be pursuant to a scope of work prepared by the Environmental Consultant and reasonably acceptable to Company and Buyer. The reports of any Additional Environmental Assessment will be given directly to Buyer and to Company by the Environmental Consultant. (e) To the extent requested by Buyerthat Buyer identified any past or present events, each environmental assessment conditions or circumstances that would require further investigation, remedial or cleanup action under Environmental Laws, Company shall use commercially reasonable efforts to take and complete any such reporting, remediation or other response actions prior to Closing; provided, however, that, to the extent any such response actions have not been completed prior to Closing (“Unresolved Response Action”), Company shall include an estimate by the environmental consulting firm preparing such environmental assessment amount of the costs of investigation, monitoring, personal injury, property damage, clean up, remediation, penalties, fines expected to be incurred by the Surviving Entity on or other liabilitiesafter the Closing Date, as the case may bedetermined by an independent third party with recognized expertise in environmental clean-up matters, relating to the “potential environmental condition(s)” or “recognized environmental condition(s)” or other conditions which are the subject of the environmental assessmentfully complete all Unresolved Response Actions in determining its Closing Consolidated Net Book Value.

Environmental Assessments. (a) Company FNB shall cooperate with and grant access (or obtain from the owner of any real property subject to a Lease, a grant of access) to an environmental consulting firm selected and paid for by Buyer and reasonably acceptable to Company(the “Environmental Consultant”), during normal business hours (and at such other times as may be agreedagreed to by FNB), to any real property (including 72 buildings or other structuresreal properties subject to Leases) currently owned or operated by Company or any of its Subsidiaries or any Company Loan Property set forth on Disclosure Schedule Section 3.31, for the purpose of conducting (i) an ASTM Phase I Assessments (which also ASTM 1527-2005), as it relates to providing an environmental site assessment to determine whether any such property may include an evaluation of asbestos containing materials, polychlorinated biphenyls, lead based paint, lead be impacted by a “recognized environmental condition,” as that term is defined by ASTM. Each Phase I shall be delivered in drinking water, moldcounterpart copies to Buyer and FNB, and radonwill include customary language allowing both Buyer and FNB to rely upon its findings and conclusions. The Environmental Consultant will provide a draft of any Phase I to FNB and Buyer for review and comment prior to the finalization of such report. (b) ; To the extent the final version of any Phase I identifies any “recognized environmental condition,” FNB shall, subject to the provisions of subsection (iid) below, cooperate with and grant access to the Environmental Consultant, during normal business hours (and at such other times as may be agreed by FNB), to the property covered by such Phase I for the purpose of conducting a Phase II Environmental Assessmentslimited site assessment (“Phase II Assessment”), including subsurface investigation of soil, soil vapor, and groundwater groundwater, designed to further investigate and evaluate any “recognized environmental condition” identified in the Phase I. (“c) Where any Phase II Assessment”); and/or (iii) surveys and sampling of indoor air and building materials for I identifies the presence or potential presence of radon, asbestos containing materials, mold, microbial matter, or polychlorinated biphenylsbiphenyls (“Non-scope Issues”), FNB shall, subject to the provisions of subsection (d) below, cooperate with and grant access to the Environmental Consultant, during normal business hours (and at such other Hazardous Substances. Buyer times as may be agreed by FNB) to the property covered by such Phase I, for the purpose of conducting surveys and its environmental consulting firm shall conduct all environmental assessments sampling of indoor air and building materials designed to investigate such identified Non-scope Issue. (d) Any work conducted by the Environmental Consultant pursuant to this Section 5.17 at mutually agreeable times subsections (b) and so as (c) (“Additional Environmental Assessment”) will be pursuant to eliminate or minimize to a scope of work and cost estimate prepared by the greatest extent possible interference with Company’s operation Environmental Consultant and approved in advance by both FNB and Buyer. The cost of its business, and Buyer shall maintain or cause to be maintained reasonably adequate insurance with respect to any assessment conducted. Buyer such approved Additional Environmental Assessment shall be required to restore each property to substantially its pre-assessment condition. All costs shared equally between FNB and expenses incurred in connection with any Phase I or Phase II Assessment and any restoration and clean up shall be borne solely by Buyer. (be) To the extent requested by Buyer, each environmental assessment shall include an estimate The reports of any Additional Environmental Assessment will be given directly to Buyer and to FNB by the environmental consulting firm preparing such environmental assessment of the costs of investigation, monitoring, personal injury, property damage, clean up, remediation, penalties, fines or other liabilities, as the case may be, relating to the “potential environmental condition(s)” or “recognized environmental condition(s)” or other conditions which are the subject of the environmental assessmentEnvironmental Consultant.