Common use of Environmental Reports and Investigations Clause in Contracts

Environmental Reports and Investigations. (a) Purchaser shall have the right to inspect, including the right to conduct a Phase I environmental site assessment compliant with the ASTM E1527-013 Standard, as such standard may be amended or revised (a “Phase I”), all parcels of Real Property at Purchaser’s sole cost and expense within 60 calendar days from the date of this Agreement (“Environmental Inspection Period”). Purchaser shall provide Seller with copies of each Phase I upon request. Seller shall allow reasonable access to the Real Property to Purchaser and its employees, agents, contractors, consultants, or other representatives in order to conduct such inspection. Purchaser shall report the final results of any Phase I, together with its objections to: (A) any identified recognized environmental conditions (“RECs”) associated with the Real Property, (B) any material violation of applicable Environmental Laws that affects the Real Property or (C) any Environmental Condition or other condition of the Real Property that would require investigation or cleanup under applicable Environmental Laws, if any, to Seller during the Environmental Inspection Period; provided, that without the prior written consent of Seller, Purchaser shall not conduct any soil sampling, conduct any ground water monitoring or install any test well or undertake any other invasive investigation that requires a permit or license from, or the reporting of the investigation or the results thereof to, a local or state environmental regulatory authority or the United States Environmental Protection Agency. If Purchaser objects to any Environmental Condition with respect to any parcel of Real Property, Seller and Purchaser shall address such Environmental Condition as set forth in subsection (b) below. Seller shall cooperate in the performance of any environmental assessments, provided that such assessments are conducted at a mutually agreeable date and time after reasonable prior notice to Seller by Purchaser and such assessments are accomplished in a manner intended to minimize disruption to the operations of the Branch. (b) If Purchaser discovers an Environmental Condition on any parcel of the Real Property, Purchaser, at its option, shall provide notice to Seller during the Environmental Inspection Period of either (A) Purchaser’s exclusion of any certain parcel of Real Property from the Assets set forth in Section 2.1 of this Agreement and the Purchase Price shall be reduced accordingly; (B) Purchaser’s acceptance of such Real Property as an Asset, or (C) Purchaser’s election to request that Purchaser be permitted to cause to be prepared at its sole expense a Phase II environmental survey of such Real Property, or such other appropriate investigation as Purchaser deems necessary. If Seller permits Purchaser to conduct Phase II or additional inspection, then the parties shall extend the Environmental Inspection period as necessary, and Purchaser shall notify Seller of the results of such Phase II or additional inspection. If Purchaser objects to any Environmental Condition identified by the Phase II or additional inspection, the Purchaser and Seller may extend the Environmental Inspection Period and attempt to resolve the Environmental Condition in a manner agreeable to both parties. In the event that Seller chooses not to permit Purchaser to conduct a Phase II environmental survey or additional inspection of such Real Property or Purchaser and Seller cannot resolve Seller’s objections to an Environmental Condition identified by the Phase II or additional inspection, Purchaser shall have the option to (1) exclude any certain parcel of Real Property as an Asset under Section 2.1 of this Agreement and exclude as an Assumed Liability under Section 2.2 of this Agreement any duty, responsibility, obligation or liability associated with such parcel, and the Purchase Price shall be reduced accordingly; or (2) continue with the purchase of any such parcel of Real Property as an Asset. Purchaser agrees to assume the Deposits for any Branch excluded from the P&A Transaction pursuant to this Section 7.10(b), subject to Purchaser’s ability to satisfy all applicable regulatory requirements. Notwithstanding any contrary provision in this Agreement, Purchaser shall, and does hereby, waive (i) any failure by Seller to comply with any representation or warranty made by Seller in this Agreement and any breach of any covenant or agreement to be performed by Seller pursuant to this Agreement (whether any such failure or breach currently exists or occurs in the future) arising out of or relating to any parcel of Real Property excluded from the P&A Transaction pursuant to this Section 7.10(b), and (ii) any rights or remedies relating to any such failure or breach.

Environmental Reports and Investigations. (a) Purchaser shall have the right to inspect, including the right to conduct a Phase I environmental site assessment compliant with the ASTM E1527-013 Standard, as such standard may be amended or revised (a “Phase I”), all parcels of Real Property at Purchaser’s sole cost and expense within 60 calendar days from the date of this Agreement (“Environmental Inspection Period”). Purchaser shall provide Seller with copies of each Phase I upon request. Seller shall allow reasonable access to the Real Property to Purchaser and its employees, agents, contractors, consultants, or other representatives in order to conduct such inspection. Purchaser shall report the final results of any Phase I, together with its objections to: (A) any identified recognized environmental conditions (“RECs”) associated with the Real Property, (B) any material violation of applicable Environmental Laws that affects the Real Property or (C) any Environmental Condition or other condition of the Real Property that would require investigation or cleanup under applicable Environmental Laws, if any, to Seller during the Environmental Inspection Period; provided, that without the prior written consent of Seller, Purchaser shall not conduct any soil sampling, conduct any ground water monitoring or install any test well or undertake any other invasive investigation that requires a permit or license from, or the reporting of the investigation or the results thereof to, a local or state environmental regulatory authority or the United States Environmental Protection Agency. If Purchaser objects to any Environmental Condition with respect to any parcel of Real Property, Seller and Purchaser shall address such Environmental Condition as set forth in subsection (b) below. Seller shall cooperate in the performance of any environmental assessments, provided that such assessments are conducted at a mutually agreeable date and time after reasonable prior notice to Seller by Purchaser and such assessments are accomplished in a manner intended to minimize disruption to the operations of the Branch. (b) If Purchaser discovers an Environmental Condition on any parcel of the Real Property, Purchaser, at its option, shall provide notice to Seller during the Environmental Inspection Period of either (A) Purchaser’s exclusion of any certain parcel of Real Property from the Assets set forth in Section 2.1 of this Agreement and the Purchase Price shall be reduced accordingly; (B) Purchaser’s acceptance of such Real Property as an Asset, or (C) Purchaser’s election to request that Purchaser be permitted to cause to be prepared at its sole expense a Phase II environmental survey of such Real Property, or such other appropriate investigation as Purchaser deems necessary. If Seller permits Purchaser to conduct Phase II or additional inspection, then the parties shall extend the Environmental Inspection period as necessary, and Purchaser shall notify Seller of the results of such Phase II or additional inspection. If Purchaser objects to any Environmental Condition identified by the Phase II or additional inspection, the Purchaser and Seller may extend the Environmental Inspection Period and attempt to resolve the Environmental Condition in a manner agreeable to both parties. In the event that Seller chooses not to permit Purchaser to conduct a Phase II environmental survey or additional inspection of such Real Property or Purchaser and Seller cannot resolve Seller’s objections to an Environmental Condition identified by the Phase II or additional inspection, Purchaser shall have the option to (1) exclude any certain parcel of Real Property as an Asset under Section 2.1 of this Agreement and exclude as an Assumed Liability under Section 2.2 of this Agreement any duty, responsibility, obligation or liability associated with such parcel, and the Purchase Price shall be reduced accordingly; or (2) continue with the purchase of any such parcel of Real Property as an Asset. Purchaser agrees to assume the Deposits for any Branch excluded from the P&A Transaction pursuant to this Section 7.10(b7.11(b), subject to Purchaser’s ability to satisfy all applicable regulatory requirements. Notwithstanding any contrary provision in this Agreement, Purchaser shall, and does hereby, waive (i) any failure by Seller to comply with any representation or warranty made by Seller in this Agreement and any breach of any covenant or agreement to be performed by Seller pursuant to this Agreement (whether any such failure or breach currently exists or occurs in the future) arising out of or relating to any parcel of Real Property excluded from the P&A Transaction pursuant to this Section 7.10(b7.11(b), and (ii) any rights or remedies relating to any such failure or breach.

Environmental Reports and Investigations. (a) Within fifteen (15) calendar days of the date of this Agreement, in addition to Purchaser’s inspection rights under Section 3.7 hereof, Purchaser shall have and its advisors and agents may, at Purchaser’s sole risk and expense, inspect the right to inspect, including the right to Real Property and conduct a Phase I Environmental Assessment. If the Phase I Environmental Assessment with respect to the Owned Real Property contains a recommendation that additional investigation should be undertaken with respect to certain environmental site assessment compliant with or health and safety conditions at the ASTM E1527-013 StandardOwned Real Property, as such standard then Purchaser and its advisors and agents may be amended or revised (a “conduct Phase I”), all parcels II Environmental Assessments of the Owned Real Property at Purchaser’s its sole cost and expense with respect to conditions about which the Phase I Environmental Assessment recommends additional investigation, provided that such Phase II Environmental Assessment shall be conducted within 60 forty-five (45) calendar days from of the date of this Agreement (“Environmental Inspection Period”). Purchaser shall provide Seller with copies of each Phase I upon request. Seller shall allow reasonable access to the Real Property to Purchaser and its employees, agents, contractors, consultants, or other representatives in order to conduct such inspection. Purchaser shall report the final results of any Phase I, together with its objections to: (A) any identified recognized environmental conditions (“RECs”) associated with the Real Property, (B) any material violation of applicable Environmental Laws that affects the Real Property or (C) any Environmental Condition or other condition of the Real Property that would require investigation or cleanup under applicable Environmental Laws, if any, to Seller during the Environmental Inspection Period; provided, that without the prior written consent of Seller, Purchaser shall not conduct any soil sampling, conduct any ground water monitoring or install any test well or undertake any other invasive investigation that requires a permit or license from, or the reporting of the investigation or the results thereof to, a local or state environmental regulatory authority or the United States Environmental Protection Agency. If Purchaser objects to any Environmental Condition with respect to any parcel of Real Property, Seller and Purchaser shall address such Environmental Condition as set forth in subsection (b) below. Seller shall cooperate in the performance of any environmental assessments, provided that such assessments are conducted at a mutually agreeable date and time after reasonable prior notice to Seller by Purchaser and such assessments are accomplished in a manner intended to minimize disruption to the operations of the BranchAgreement. (b) If If, on or prior to August 15, 2011, Purchaser discovers an notifies Seller in writing that a Phase I Environmental Condition on any parcel Assessment or a Phase II Environmental Assessment obtained pursuant to Section 5.15(a) states that a condition at the Branch Office, Leased Real Property or Owned Real Property may require remediation under Environmental Laws or would be remediated by a reasonable person, or, in addition, in the case of Leased Real Property a Phase I Environmental Assessment for such Leased Real Property recommends a Phase II Environmental Assessment be performed and a Phase II Environmental Assessment would be sought by a reasonable person, taking into account the Real Propertyfacility’s intended uses and occupancy, Purchaserpotential health risks, and potential liability exposure, such condition or recommendation shall be deemed a “Remediation Condition.” Seller may, at its optionelection (i) fully remediate the Remediation Conditions at its own expense in a reasonably prompt manner to concentration levels in soil and groundwater that do not exceed the Tier 1 protective concentration levels for commercial/industrial uses pursuant to the Texas Risk Reduction Program, 30 T.A.C. Chapter 350 or (ii) advise Purchaser that it will not remediate the Remediation Conditions. Seller shall advise Purchaser in writing of its decision within five (5) calendar days after the Purchaser gives Seller notice of Remediation Conditions. (c) If Seller elects to remediate the Remediation Conditions, Seller will complete the full remediation of the Remediation Conditions in accordance with applicable Environmental Laws to Purchaser’s reasonable satisfaction and provide Purchaser with evidence of such completion as described above prior to the Closing Date. If Seller elects not to remediate the Remediation Conditions and so advises Purchaser in writing or if Seller advises Purchaser in writing that it was unable to remediate the Remediation Condition in accordance with Section 5.15(b) or if Purchaser is not reasonably satisfied with Seller’s efforts to remediate the Remediation Conditions, then Purchaser may in its discretion (i) elect to terminate this Agreement or (ii) to elect not to assume the Lease for the Branch Office or not to acquire the Owned Real Property by providing written notice of such election to the Seller within five (5) calendar days after Seller advises Purchaser that it will not remediate the Remediation Conditions, Purchaser advises Seller that Purchaser is not reasonably satisfied with Seller’s efforts to remediate the Remediation Conditions or Seller provides notice to Seller during Purchaser that it failed to remediate the Environmental Inspection Period of either (A) Purchaser’s exclusion of any certain parcel of Real Property from the Assets set forth Remediation Condition in accordance with Section 2.1 of 5.15(b). If Purchaser elects not to terminate this Agreement and instead elects not to assume the Purchase Price shall be reduced accordingly; (B) Purchaser’s acceptance of such Lease pursuant to the applicable Lease or acquire the Owned Real Property as an Assetpursuant to this Section 5.15, or (C) Purchaser’s election Purchaser will still be required, subject to request that Purchaser be permitted all required regulatory approvals, to cause to be prepared at its sole expense a Phase II environmental survey of such Real Property, or such other appropriate investigation as Purchaser deems necessary. If Seller permits Purchaser to conduct Phase II or additional inspection, then the parties shall extend the Environmental Inspection period as necessary, and Purchaser shall notify Seller purchase all of the results Transferred Assets (other than the Excluded Property) and to assume all of such Phase II or additional inspection. If Purchaser objects to any Environmental Condition identified by the Phase II or additional inspection, the Purchaser and Seller may extend the Environmental Inspection Period and attempt to resolve the Environmental Condition in a manner agreeable to both partiesDeposit Liabilities. In the event that Seller chooses Purchaser elects not to permit Purchaser assume the Lease or to conduct a Phase II environmental survey or additional inspection of such acquire the Owned Real Property or Purchaser and Seller cannot resolve Seller’s objections to an Environmental Condition identified by Property, the Phase II or additional inspection, Purchaser shall have the option to (1) exclude any certain parcel of Real Property as an Asset under Section 2.1 of this Agreement and exclude as an Assumed Liability under Section 2.2 of this Agreement any duty, responsibility, obligation or liability associated with such parcel, and the Purchase Price Termination Date shall be reduced accordingly; or automatically without action by either party extended by 120 calendar days unless otherwise agreed in writing. (2d) continue with the purchase of any such parcel of Real Property as an Asset. Purchaser agrees to assume the Deposits for notify Seller within a reasonable time in advance of any Branch excluded from the P&A Transaction examinations that may be scheduled pursuant to this Section 7.10(b)5.15 and to permit Seller and its contractors, subject consultants, agents and representatives to be present during such examinations. Seller agrees to provide Purchaser, during normal business hours, with such access to the properties, facilities, and relevant personnel as reasonably necessary to conduct such examinations and to take all commercially reasonable efforts to secure sufficient access to the Owned Real Property and the Leased Real Property. Purchaser and its contractors, consultants, agents and representatives shall not unreasonably disturb or interfere with the business activities or operations of the Branch Office nor will Purchaser’s ability contractors harm or damage the interior finishes or surfaces of any real property improvements or personalty except to satisfy all applicable regulatory requirementsthe minimum extent necessary in connection with the testing otherwise authorized hereunder. Notwithstanding any contrary provision in this Agreement, Purchaser shall, and does hereby, waive shall reasonably (i) any failure by Seller to comply with any representation or warranty made by Seller in this Agreement and any breach of any covenant or agreement to be performed by Seller pursuant to this Agreement (whether any such failure or breach currently exists or occurs in the future) arising out of or relating to any parcel of restore all Real Property excluded from to substantially the P&A Transaction pursuant to this Section 7.10(b)same condition as before Purchaser’s examinations at Purchaser’s sole expense, and (ii) defend and indemnify Seller from and against all claims (including, without limitation, any rights claim for a mechanic’s lien or remedies relating materialman’s lien), costs, losses, and damages incurred by Seller to the extent such claims, costs, losses and damages result from or arise out of any such failure examinations carried on by Purchaser or breachby Purchaser’s consultants or authorized representatives pursuant to this Section 5.15. The provisions of this Section 5.15(d) shall survive the Closing or termination of this Agreement. (e) For the purpose of this Section 5.15, “Phase I Environmental Assessment” means an environmental assessment that is consistent with ASTM 1527 05 and that may include, at Purchaser’s election, an assessment of the presence, amount, physical condition and location of asbestos-containing materials, lead-based paint and toxic mold. For the purpose of this Section 5.15, “Phase II Environmental Assessment” means an intensified environmental assessment designed to further define previously identified conditions, circumstances or risks and that may include physical sampling, testing and analysis of paint, building materials or any environmental condition or medium (including air, indoor air, surface water, groundwater, soil, and subsurface strata). Any Phase I Assessment or Phase II Assessment undertaken pursuant to this Section 5.15 shall be conducted by one of the independent environmental professionals set forth on Schedule 5.15 hereto.

Environmental Reports and Investigations. Consistent with Section 4.9(k) hereof, within ten (a10) Purchaser Business Days following the date of this Agreement, Seller will furnish Buyer with true and complete copies of all environmental assessments, reports, studies, surveys and other similar documents or information, including, without limitation, related correspondence, in its possession or control relating to each of the Real Estate Interests. Buyer shall have the right to inspect, including the right be entitled to conduct a Phase I environmental site Environmental Assessment and an assessment compliant of Hazardous Materials and compliance with the ASTM E1527-013 StandardEnvironmental Laws (collectively, as such standard may be amended or revised (a “Phase II Environmental and Hazardous Materials Assessment”), all parcels at Buyer’s sole expense, for any of the Owned Real Property Properties upon one (1) Business Day’s notice to Seller. Buyer shall also be entitled to conduct a Phase I Environmental and Hazardous Materials Assessment, at PurchaserBuyer’s sole cost and expense within 60 calendar days expense, of any Leased Real Property, only upon receipt of written approval from the date of this Agreement (“Environmental Inspection Period”)landlord for that Leased Real Property. Purchaser shall provide Seller with copies of each In addition, if a Phase I Environmental Assessment identifies any Recognized Environmental Conditions for any Owned Real Property, Buyer shall have the right, at any time prior to Closing, to conduct, at Buyer’s sole cost and expense, a Phase II Environmental Assessment to investigate any Recognized Environmental Conditions identified in any Phase I Environmental Assessment report for such Owned Real Property. Buyer’s work plans for any Phase I Environmental and Hazardous Materials Assessment or any Phase II Environmental Assessment conducted pursuant to this Section 6.15 shall be subject to Seller’s approval, which approval shall not be unreasonably withheld, delayed or conditioned, and Buyer shall, at its sole cost and expense, repair and/or correct any damage to the subject property resulting from the work conducted by Buyer or its contractors in connection with any such assessment. If a Phase I Environmental Assessment identifies any Recognized Environmental Conditions for any Leased Real Property upon requestthe written consent by the landlord, Buyer shall have the right, at any time prior to Closing, to conduct, at Buyer’s sole cost and expense, a Phase II Environmental Assessment to investigate any Recognized Environmental Conditions identified in any Phase I Environmental Assessment report for any Leased Real Property. All such Phase II Environmental Assessments shall be conducted by an independent environmental investigation and testing firm selected by the Buyer. Buyer will notify Seller shall allow reasonable no fewer than five (5) Business Days in advance of its desire to conduct a Phase II Environmental Assessment at any Owned Real Property, and upon receipt of such notice Seller will grant Buyer access to the Owned Real Property for such investigation. With respect to Purchaser the Leased Real Properties, Buyer will notify Seller no fewer than five (5) Business Days in advance of its desire to conduct either a Phase I Environmental and Hazardous Materials Assessment or a Phase II Environmental Assessment at any Leased Real Property and Seller shall use its employees, agents, contractors, consultants, or other representatives in order Commercially Reasonable Efforts to obtain written permission from the landlord for that Leased Real Property for Buyer to conduct such inspectioninvestigations. Purchaser shall report the final results of If any Phase I, together with its objections to: (A) I Environmental and Hazardous Materials Assessment or any identified recognized environmental conditions (“RECs”) associated with Phase II Environmental Assessment confirms the Real Property, (B) any material violation existence of applicable Environmental Laws that affects the Real Property or (C) any Environmental Condition or other a condition of the Real Property that would require investigation or cleanup which could be subject to Liability under applicable Environmental Laws, if any, and the aggregate costs of remediating such conditions are reasonably estimated by Buyer’s consultant not to Seller during the Environmental Inspection Period; provided, that without the prior written consent of Seller, Purchaser shall not conduct any soil sampling, conduct any ground water monitoring or install any test well or undertake any other invasive investigation that requires a permit or license from, or the reporting of the investigation or the results thereof to, a local or state environmental regulatory authority or the United States Environmental Protection Agency. If Purchaser objects to any Environmental Condition exceed $25,000 with respect to any parcel of single Branch, then Buyer shall purchase the Owned Real Property, Seller and Purchaser shall address such Environmental Condition as set forth in subsection (b) below. Seller shall cooperate in the performance of any environmental assessments, provided that such assessments are conducted at a mutually agreeable date and time after reasonable prior notice to Seller by Purchaser and such assessments are accomplished in a manner intended to minimize disruption to the operations or accept an assignment of the Branch. (b) If Purchaser discovers an Environmental Condition Leases, relating to such Branch on any parcel of the Real Property, Purchaser, at its option, shall provide notice to Seller during the Environmental Inspection Period of either (A) Purchaser’s exclusion of any certain parcel of Real Property from the Assets terms set forth in Section 2.1 2.2 and shall assume liability for such condition except as otherwise contemplated by Section 2.1(c)(iv) hereof. If (i) the costs of this Agreement remediation any such condition with respect to any single Branch are reasonably estimated by Buyer’s consultant to exceed $25,000 for such single Branch and Buyer and Seller fail to reach an agreement with respect to such remediation within thirty (30) calendar days after receipt of the estimated remediation costs (or, if less, within the period beginning on the date of receipt of the report regarding the estimate of such costs and ending ten (10) Business Days prior to the Closing Date), or (ii) access to conduct a Phase I Environmental and Hazardous Materials Assessment or a Phase II Environmental Assessment is not given to Buyer or its representatives, in the case of a Phase I Environmental and Hazardous Materials Assessment, at least forty-five (45) Business Days prior to the Closing Date, and in the case of a Phase II Environmental Assessment, at least twenty (20) Business Days prior to the Closing Date, then, in each case, Buyer may elect to exclude the applicable parcel or parcels of Real Estate Interests from the Acquisition (along with, if such parcel of Real Estate Interests is material to the operation of any single Branch as determined in the sole, reasonable discretion of Buyer, any other parcel of Real Estate Interests applicable to such single Branch, whether Owned Real Property or Leased Real Property), and the Purchase Price Payment Amount shall be reduced accordingly; (B) Purchaser’s acceptance of such Real Property as an Asset, or (C) Purchaser’s election to request that Purchaser be permitted to cause to be prepared at its sole expense a Phase II environmental survey of such Real Property, or such other appropriate investigation as Purchaser deems necessary. If Seller permits Purchaser to conduct Phase II or additional inspection, then the parties shall extend the Environmental Inspection period as necessary, and Purchaser shall notify Seller of the results of such Phase II or additional inspection. If Purchaser objects to any Environmental Condition identified by the Phase II or additional inspection, the Purchaser and Seller may extend the Environmental Inspection Period and attempt to resolve the Environmental Condition in a manner agreeable to both parties. In the event that Seller chooses not to permit Purchaser to conduct a Phase II environmental survey or additional inspection of such Real Property or Purchaser and Seller cannot resolve Seller’s objections to an Environmental Condition identified by the Phase II or additional inspection, Purchaser shall have the option to (1) exclude any certain parcel of Real Property as an Asset under Section 2.1 of this Agreement and exclude as an Assumed Liability under Section 2.2 of this Agreement any duty, responsibility, obligation or liability associated with such parcel, and the Purchase Price shall be reduced accordingly; or (2) continue with the purchase of any such parcel of Real Property as an Asset. Purchaser Buyer agrees to assume the Deposits for any Branch excluded from the P&A Transaction Acquisition pursuant to this Section 7.10(b)6.15, subject to PurchaserBuyer’s or Seller’s ability to satisfy all applicable regulatory requirements. Notwithstanding During the period between the date hereof and the Closing Date (and, if the Closing shall not occur, at all times thereafter), Buyer and its employees, agents and representatives shall hold all contents of any contrary provision in this AgreementPhase I Environmental Assessment and Phase II Environmental Assessment reports confidential and disclose the contents thereof only with prior written consent of Seller or as may be required under applicable law. During the period between the date hereof and the Closing Date (and, Purchaser shallif the Closing shall occur, at all times thereafter), Seller and does herebyits employees, waive (i) agents and representatives shall hold all contents of any failure by Phase I and Phase II reports confidential and disclose the contents thereof only with prior written consent of Buyer or as may be required under applicable law. Buyer shall deliver to Seller to comply with a true, correct and complete copy of the results of any representation or warranty made by Seller in this Agreement Phase I Environmental and Hazardous Materials Assessment and any breach of any covenant or agreement to be performed Phase II Environmental Assessment conducted by Seller pursuant to this Agreement (whether any such failure or breach currently exists or occurs in the future) arising out of or relating to any parcel of Real Property excluded from the P&A Transaction Buyer pursuant to this Section 7.10(b)6.15 in respect of any Owned Real Property or Leased Real Property (together with any attachments thereto) not later than five (5) Business Days following receipt thereof by Buyer. Buyer shall not disclose to or solicit any Governmental Body regarding the investigation or remediation of Hazardous Materials identified in Buyer’s Phase I Environmental Assessments or Phase I Environmental and Hazardous Materials Assessments, and Phase II Environmental Assessments, or items, reports or conditions identified on Schedule 4.9(a) or 4.9(g) hereof or the documents (iior attachments to the documents) any rights referenced on Schedule 4.9(a) or remedies relating 4.9(g) hereof unless such disclosure is made in response to any a written or oral request from a Governmental Body or such failure or breachdisclosure is required by Applicable Law.

Environmental Reports and Investigations. (a) Purchaser shall have the right to inspect, including the right to conduct a Phase I environmental site assessment compliant with the ASTM E1527-013 Standard, as such standard may be amended or revised (a “Phase I”), all parcels of Real Property at Purchaser’s sole cost and expense within 60 Within ten calendar days from following the date of this Agreement (“Environmental Inspection Period”). Purchaser shall provide Agreement, Seller with will furnish Buyer true and complete copies of all environmental assessments, reports, studies, surveys and other similar documents or information, including without limitation related correspondence, in its possession or control relating to each of the Real Estate Interests. Prior to the Closing Date, Buyer may conduct such environmental investigations, assessments, and surveys as Buyer deems appropriate, including, without limitation, Phase I upon requestEnvironmental Assessments and/or Phase II Environmental Assessments for each of the Real Estate Interests conducted by an independent and environmental investigation and testing firm selected by the Buyer. Buyer will notify Seller a reasonable time in advance of the examinations scheduled pursuant to this Section 6.15. Seller shall allow use its commercially reasonable efforts to obtain access to for Buyer for the Real Property to Purchaser and its employees, agents, contractors, consultants, or other representatives in order to conduct such inspection. Purchaser shall report the final results of any Phase I, together with its objections to: (A) any identified recognized environmental conditions (“RECs”) associated with the Real Property, (B) any material violation of applicable Environmental Laws that affects the Real Property or (C) any Environmental Condition or other condition purposes of the Real Property that would require investigation environmental investigations for Leased Properties. If one or cleanup more of such reports confirms the existence of a condition which could be subject to Liability under applicable Environmental Laws, if any, and the aggregate costs of remediating such conditions are reasonably estimated not to Seller during the Environmental Inspection Period; provided, that without the prior written consent of Seller, Purchaser shall not conduct any soil sampling, conduct any ground water monitoring or install any test well or undertake any other invasive investigation that requires a permit or license from, or the reporting of the investigation or the results thereof to, a local or state environmental regulatory authority or the United States Environmental Protection Agency. If Purchaser objects to any Environmental Condition exceed $200,000 with respect to any parcel of Real Propertysingle Branch or $300,000 on a cumulative basis for one or more Branches, Seller and Purchaser then Buyer shall address purchase such Environmental Condition as set forth in subsection (b) below. Seller shall cooperate in the performance of any environmental assessments, provided that such assessments are conducted at a mutually agreeable date and time after reasonable prior notice to Seller by Purchaser and such assessments are accomplished in a manner intended to minimize disruption to the operations of the Branch. (b) If Purchaser discovers an Environmental Condition on any parcel of the Real Property, Purchaser, at its option, shall provide notice to Seller during the Environmental Inspection Period of either (A) Purchaser’s exclusion of any certain parcel of Owned Real Property from on the Assets terms set forth in Section 2.1 2.2. If such costs are reasonably estimated to exceed $200,000 for any single Branch or $300,000 in aggregate for one or more Branches and Buyer and Seller fail to reach an agreement within thirty (30) calendar days after receipt of this Agreement reports regarding the estimated remediation costs, then Buyer may elect to exclude the applicable parcel or parcels of Real Estate Interests from the Acquisition, and the Purchase Price Payment Amount shall be reduced accordingly; (B) Purchaser’s acceptance of such Real Property as an Asset, or (C) Purchaser’s election to request that Purchaser be permitted to cause to be prepared at its sole expense a Phase II environmental survey of such Real Property, or such other appropriate investigation as Purchaser deems necessary. If Seller permits Purchaser to conduct Phase II or additional inspection, then the parties shall extend the Environmental Inspection period as necessary, and Purchaser shall notify Seller of the results of such Phase II or additional inspection. If Purchaser objects to any Environmental Condition identified by the Phase II or additional inspection, the Purchaser and Seller may extend the Environmental Inspection Period and attempt to resolve the Environmental Condition in a manner agreeable to both parties. In the event that Seller chooses not to permit Purchaser to conduct a Phase II environmental survey or additional inspection of such Real Property or Purchaser and Seller cannot resolve Seller’s objections to an Environmental Condition identified by the Phase II or additional inspection, Purchaser shall have the option to (1) exclude any certain parcel of Real Property as an Asset under Section 2.1 of this Agreement and exclude as an Assumed Liability under Section 2.2 of this Agreement any duty, responsibility, obligation or liability associated with such parcel, and the Purchase Price shall be reduced accordingly; or (2) continue with the purchase of any such parcel of Real Property as an Asset. Purchaser Buyer agrees to assume the Deposits for any Branch excluded from the P&A Transaction Acquisition pursuant to this Section 7.10(b)6.15, subject to PurchaserBuyer’s or Seller’s ability to satisfy all applicable regulatory requirements. Notwithstanding Buyer and its employees, agents and representatives shall hold all contents of any contrary provision in this AgreementPhase I or Phase II reports confidential and disclose the contents thereof only with prior written consent of the Seller or as may be required under applicable law. Buyer shall promptly provide to Seller copies of its Phase I and Phase II reports, Purchaser shallif any, and does herebyall other environmental reports, waive (i) any failure data and related documents if requested in writing by Seller to comply with any representation or warranty made by Seller in this Agreement and any breach of any covenant or agreement to be performed by Seller pursuant to this Agreement (whether any such failure or breach currently exists or occurs in the future) arising out of or relating to any parcel of Real Property excluded from the P&A Transaction pursuant to this Section 7.10(b), and (ii) any rights or remedies relating to any such failure or breachSeller.

Environmental Reports and Investigations. Consistent with Section 4.9(k) hereof, within ten (a10) Purchaser Business Days following the date of this Agreement, Seller will furnish Buyer with true and complete copies of all environmental assessments, reports, studies, surveys and other similar documents or information, including, without limitation, related correspondence, in its possession or control relating to each of the Real Estate Interests. Buyer shall have the right to inspect, including the right be entitled to conduct a Phase I environmental site Environmental Assessment and an assessment compliant of Hazardous Materials and compliance with the ASTM E1527-013 StandardEnvironmental Laws (collectively, as such standard may be amended or revised (a “Phase II Environmental and Hazardous Materials Assessment”), all parcels at Buyer’s sole expense, for any of the Owned Real Property Properties upon one (1) Business Day’s notice to Seller. Buyer shall also be entitled to conduct a Phase I Environmental and Hazardous Materials Assessment, at PurchaserBuyer’s sole cost and expense within 60 calendar days expense, of any Leased Real Property, only upon receipt of written approval from the date of this Agreement (“Environmental Inspection Period”)landlord for that Leased Real Property. Purchaser shall provide Seller with copies of each In addition, if a Phase I Environmental Assessment identifies any Recognized Environmental Conditions for any Owned Real Property, Buyer shall have the right, at any time prior to Closing, to conduct, at Buyer’s sole cost and expense, a Phase II Environmental Assessment to investigate any Recognized Environmental Conditions identified in any Phase I Environmental Assessment report for such Owned Real Property. Buyer’s work plans for any Phase I Environmental and Hazardous Materials Assessment or any Phase II Environmental Assessment conducted pursuant to this Section 6.15 shall be subject to Seller’s approval, which approval shall not be unreasonably withheld, delayed or conditioned, and Buyer shall, at its sole cost and expense, repair and/or correct any damage to the subject property resulting from the work conducted by Buyer or its contractors in connection with any such assessment. If a Phase I Environmental Assessment identifies any Recognized Environmental Conditions for any Leased Real Property upon requestthe written consent by the landlord, Buyer shall have the right, at any time prior to Closing, to conduct, at Buyer’s sole cost and expense, a Phase II Environmental Assessment to investigate any Recognized Environmental Conditions identified in any Phase I Environmental Assessment report for any Leased Real Property. All such Phase II Environmental Assessments shall be conducted by an independent environmental investigation and testing firm selected by the Buyer. Buyer will notify Seller shall allow reasonable no fewer than five (5) Business Days in advance of its desire to conduct a Phase II Environmental Assessment at any Owned Real Property, and upon receipt of such notice Seller will grant Buyer access to the Owned Real Property for such investigation. With respect to Purchaser the Leased Real Properties, Buyer will notify Seller no fewer than five (5) Business Days in advance of its desire to conduct either a Phase I Environmental and Hazardous Materials Assessment or a Phase II Environmental Assessment at any Leased Real Property and Seller shall use its employees, agents, contractors, consultants, or other representatives in order Commercially Reasonable Efforts to obtain written permission from the landlord for that Leased Real Property for Buyer to conduct such inspectioninvestigations. Purchaser shall report the final results of If any Phase I, together with its objections to: (A) I Environmental and Hazardous Materials Assessment or any identified recognized environmental conditions (“RECs”) associated with Phase II Environmental Assessment confirms the Real Property, (B) any material violation existence of applicable Environmental Laws that affects the Real Property or (C) any Environmental Condition or other a condition of the Real Property that would require investigation or cleanup which could be subject to Liability under applicable Environmental Laws, if any, and the aggregate costs of remediating such conditions are reasonably estimated by Buyer’s consultant not to Seller during the Environmental Inspection Period; provided, that without the prior written consent of Seller, Purchaser shall not conduct any soil sampling, conduct any ground water monitoring or install any test well or undertake any other invasive investigation that requires a permit or license from, or the reporting of the investigation or the results thereof to, a local or state environmental regulatory authority or the United States Environmental Protection Agency. If Purchaser objects to any Environmental Condition exceed $25,000 with respect to any parcel of single Branch, then Buyer shall purchase the Owned Real Property, Seller and Purchaser shall address such Environmental Condition as set forth in subsection (b) below. Seller shall cooperate in the performance of any environmental assessments, provided that such assessments are conducted at a mutually agreeable date and time after reasonable prior notice to Seller by Purchaser and such assessments are accomplished in a manner intended to minimize disruption to the operations or accept an assignment of the Branch. (b) If Purchaser discovers an Environmental Condition Leases, relating to such Branch on any parcel of the Real Property, Purchaser, at its option, shall provide notice to Seller during the Environmental Inspection Period of either (A) Purchaser’s exclusion of any certain parcel of Real Property from the Assets terms set forth in Section 2.1 2.2 and shall assume liability for such condition except as otherwise contemplated by Section 2.1(c)(iv) hereof. If (i) the costs of this Agreement remediation any such condition with respect to any single Branch are reasonably estimated by Buyer’s consultant to exceed $25,000 for such single Branch and Buyer and Seller fail to reach an agreement with respect to such remediation within thirty (30) calendar days after receipt of the estimated remediation costs (or, if less, within the period beginning on the date of receipt of the report regarding the estimate of such costs and ending ten (10) Business Days prior to the Closing Date), or (ii) access to conduct a Phase I Environmental and Hazardous Materials Assessment or a Phase II Environmental Assessment is not given to Buyer or its representatives, in the case of a Phase I Environmental and Hazardous Materials Assessment, at least forty-five (45) Business Days prior to the Closing Date, and in the case of a Phase II Environmental Assessment, at least twenty (20) Business Days prior to the Closing Date, then, in each case, Buyer may elect to exclude the applicable parcel or parcels of Real Estate Interests from the Acquisition (along with, if such parcel of Real Estate Interests is material to the operation of any single Branch as determined in the sole, reasonable discretion of Buyer, any other parcel of Real Estate Interests applicable to such single Branch, whether Owned Real Property or Leased Real Property), and the Purchase Price Payment Amount shall be reduced accordingly; (B) Purchaser’s acceptance of such Real Property as an Asset, or (C) Purchaser’s election to request that Purchaser be permitted to cause to be prepared at its sole expense a Phase II environmental survey of such Real Property, or such other appropriate investigation as Purchaser deems necessary. If Seller permits Purchaser to conduct Phase II or additional inspection, then the parties shall extend the Environmental Inspection period as necessary, and Purchaser shall notify Seller of the results of such Phase II or additional inspection. If Purchaser objects to any Environmental Condition identified by the Phase II or additional inspection, the Purchaser and Seller may extend the Environmental Inspection Period and attempt to resolve the Environmental Condition in a manner agreeable to both parties. In the event that Seller chooses not to permit Purchaser to conduct a Phase II environmental survey or additional inspection of such Real Property or Purchaser and Seller cannot resolve Seller’s objections to an Environmental Condition identified by the Phase II or additional inspection, Purchaser shall have the option to (1) exclude any certain parcel of Real Property as an Asset under Section 2.1 of this Agreement and exclude as an Assumed Liability under Section 2.2 of this Agreement any duty, responsibility, obligation or liability associated with such parcel, and the Purchase Price shall be reduced accordingly; or (2) continue with the purchase of any such parcel of Real Property as an Asset. Purchaser Buyer agrees to assume the Deposits for any Branch excluded from the P&A Transaction Acquisition pursuant to this Section 7.10(b)6.15, subject to PurchaserBuyer’s or Seller’s ability to satisfy all applicable regulatory requirements. Notwithstanding During the period between the date hereof and the Closing Date (and, if the Closing shall not occur, at all times thereafter), Buyer and its employees, agents and representatives shall hold all contents of any contrary provision in this AgreementPhase I Environmental Assessment and Phase II Environmental Assessment reports confidential and disclose the contents thereof only with prior written consent of Seller or as may be required under applicable law. During the period between the date hereof and the Closing Date (and, Purchaser shallif the Closing shall occur, at all times thereafter), Seller and does herebyits employees, waive (i) agents and representatives shall hold all contents of any failure by Phase I and Phase II reports confidential and disclose the contents thereof only with prior written consent of Buyer or as may be required under applicable law. Buyer shall deliver to Seller to comply with a true, correct and complete copy of the results of any representation or warranty made by Seller in this Agreement Phase I Environmental and Hazardous Materials Assessment and any breach of any covenant or agreement to be performed Phase II Environmental Assessment conducted by Seller pursuant to this Agreement (whether any such failure or breach currently exists or occurs in the future) arising out of or relating to any parcel of Real Property excluded from the P&A Transaction Buyer pursuant to this Section 7.10(b)6.15 in respect of any Owned Real Property or Leased Real Property (together with any attachments thereto) not later than five (5) Business Days following receipt thereof by Buyer. Buyer shall not disclose to or solicit any Governmental Body regarding the investigation or remediation of Hazardous Materials identified in Buyer’s Phase I Environmental Assessments or Phase I Environmental and Hazardous Materials Assessments, and Phase II Environmental Assessments, or items, reports or conditions identified on Schedule 4.9(a) or 4.9(g) hereof or the documents (iior attachments to the documents) any rights referenced on Schedule 4.9(a) or remedies relating 4.9(g) hereof unless such disclosure is made in response to any a written or oral request from a Governmental Body or such failure or breachdisclosure is required by Applicable Law.