Common use of Environmental Study Clause in Contracts

Environmental Study. (a) Within thirty (30) days after the date of this Agreement, Riverview may order at its sole cost and expense a Phase I environmental report ("Phase I") of the Owned Real Property conducted by an independent environmental investigation and testing firm selected by Riverview (subject to any landlord's approval or consent as may be required and prior notice to MBank of the date and time of any such inspections and examinations) and which shall be undertaken in a manner and at times so as not to unreasonably disrupt MBank's business operations of the Branches. In the event any Phase I discloses any potential environmental condition that in the reasonable belief of Riverview warrants further review or investigation, Riverview may within ten (10) Business Days of receipt by Riverview of the Phase I, notify MBank of its intention to order a Phase II environmental report ("Phase II") conducted by an independent environmental investigation and testing firm selected by Riverview. MBank shall, within five (5) Business Days after receipt of such notice from Riverview, either consent in writing to Riverview ordering a Phase II or notify Riverview that they are treating the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreement. In the event that MBank delivers written approval to Riverview to order a Phase II, Riverview may, within ten (10) Business Days order such Phase II. If the Phase II report recommends or suggests as being appropriate the taking of any remedial and corrective actions, or reveals levels of environmental contaminants in excess of Federal or state action limits on the Owned Real Property, Riverview may purchase the Owned Real Property on terms mutually agreeable to Riverview and MBank, including which party pays for the Phase II report. In the event that Riverview and MBank fail to reach such agreement within ninety (90) days following the date of this Agreement, Riverview may treat the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets by giving MBank written notice. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreement.

Environmental Study. (a) Seller has provided Purchaser with copies of any Phase I environmental site assessments or Phase II environmental reports, or any similar reports, for the Real Property possessed by Seller. Within thirty (30) days after the date of this Agreement, Riverview may order the Purchaser may, at its the Purchaser’s sole cost and expense expense, obtain a completed Phase I environmental report site assessment ("“Phase I"”) of the Owned Real Property conducted by an independent environmental investigation and testing firm selected by Riverview (subject the Purchaser and reasonably acceptable to any landlord's approval or consent as may be required and prior notice to MBank of the date and time of any such inspections and examinations) and which shall be undertaken in a manner and at times so as not to unreasonably disrupt MBank's business operations of the BranchesSeller. In the event any the Phase I discloses any potential environmental condition that in the reasonable belief of Riverview the Purchaser warrants further review or investigation, Riverview may within ten (10) Business Days of receipt by Riverview the Purchaser shall give notice of the Phase Isame to the Seller within such thirty (30) day period with respect to the specific Real Property involved. The Purchaser shall purchase the Real Property if specific notice is not provided within such thirty (30) day period. Upon giving the notice required hereby, notify MBank of its intention to order the Purchaser may, within an additional forty-five (45) day period obtain a completed Phase II environmental report ("“Phase II"”) conducted by an independent the same environmental investigation and testing firm selected that prepared the Phase I report; provided, however, that all testing and sampling conducted by Riverviewsuch firm shall be agreed upon in advance by both the Purchaser and the Seller. MBank shall, within five (5) Business Days after receipt Purchaser shall pay the costs of such notice from Riverview, either consent in writing to Riverview ordering a obtaining the Phase II or notify Riverview that they are treating environmental report. The Purchaser shall purchase the Owned Real Property and if (a) the Personal Property and Assumed Contracts associated Phase I or Phase II report reveals potential levels of environmental contaminants not in excess of federal or state action limits, or (b) the Purchaser shall have been provided confirmation from governmental authorities with the Owned Property as Excluded Assets. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreement. In the event applicable jurisdiction that MBank delivers written approval to Riverview to order a Phase II, Riverview may, within ten (10) Business Days order such Phase IIno action is required. If the Phase II report recommends or suggests as being appropriate the taking of any remedial and corrective actions, or reveals levels of environmental contaminants in excess of Federal federal or state action limits on the Owned any Real Property, Riverview the Purchaser may purchase the Owned such Real Property on terms and conditions mutually agreeable to Riverview the Purchaser and MBank, including which party pays for the Phase II reportSeller. In the event that Riverview the Purchaser and MBank the Seller fail to reach such agreement within ninety seventy-five (9075) days following the date of this Agreement, Riverview may treat the Owned Real Property and Purchaser shall have the Personal Property and Assumed Contracts associated right to terminate this Agreement without penalty or elect to proceed with the Owned Property as Excluded Assets by giving MBank written noticetransaction. For The Purchaser and its employees, agents and representatives shall hold the avoidance contents of doubt, Riverview shall remain obligated to, in accordance all Phase I or Phase II reports confidential and disclose the contents thereof only with the terms prior written consent of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreement.the Seller or as may be required under applicable

Environmental Study. (a) Within thirty (30) days after the date of this Agreement, Riverview may order the Purchaser may, at its the Purchaser's sole cost and expense expense, obtain a completed Phase I environmental report ("Phase I") of the Owned any and all Real Property conducted by an independent environmental investigation and testing firm selected by Riverview (subject the Purchaser and reasonably acceptable to any landlord's approval or consent as may be required and prior notice to MBank of the date and time of any such inspections and examinations) and which shall be undertaken in a manner and at times so as not to unreasonably disrupt MBank's business operations of the BranchesSeller. In the event any the Phase I discloses any potential environmental condition that in the reasonable belief of Riverview the Purchaser warrants further review or investigation, Riverview may within ten (10) Business Days of receipt by Riverview the Purchaser shall give notice of the Phase Isame to the Seller within such thirty (30) day period with respect to the specific Real Property involved. The Purchaser shall purchase any and all Real Property for which specific notice is not provided within such thirty (30) day period. Upon giving the notice required hereby, notify MBank of its intention to order the Purchaser may, within an additional fifteen (15) day period obtain a completed Phase II environmental report ("Phase II") conducted by an independent the same environmental investigation and testing firm selected that prepared the Phase I report; provided, however, that all testing and sampling conducted by Riverview. MBank shall, within five (5) Business Days after receipt of such notice from Riverview, either consent firm shall be agreed upon in writing to Riverview ordering a Phase II or notify Riverview that they are treating advance by both the Owned Real Property Purchaser and the Personal Property Seller. All costs and Assumed Contracts expenses associated with the Owned Phase II testing and report shall be divided equally between the Purchaser and the Seller. The Purchaser shall purchase any and all Real Property as Excluded Assets. For for which (a) the avoidance Phase I or Phase II report reveals potential levels of doubtenvironmental contaminants not in excess of federal or state action limits, Riverview or (b) the Purchaser shall remain obligated to, in accordance have been provided confirmation from governmental authorities with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreement. In the event applicable jurisdiction that MBank delivers written approval to Riverview to order a Phase II, Riverview may, within ten (10) Business Days order such Phase IIno action is required. If the Phase II report recommends or suggests as being appropriate the taking of any remedial and corrective actions, or reveals levels of environmental contaminants in excess of Federal federal or state action limits on the Owned any Real Property, Riverview the Purchaser may purchase the Owned such Real Property on terms and conditions mutually agreeable to Riverview the Purchaser and MBank, including which party pays for the Phase II reportSeller. In the event that Riverview the Purchaser and MBank the Seller fail to reach such agreement within ninety sixty (9060) days following the date of this Agreement, Riverview may treat the Owned Purchaser shall lease any such Real Property on terms and conditions mutually agreeable to the Purchaser and the Personal Property Seller. The Purchaser and Assumed Contracts associated its employees, agents and representatives shall hold the contents of all Phase I or Phase II reports confidential and disclose the contents thereof only with the Owned Property prior written consent of the Seller or as Excluded Assets by giving MBank written noticemay be required under applicable law. For The Purchaser shall provide copies of the avoidance of doubtPhase I and Phase II reports, Riverview shall remain obligated toif any, in accordance with to the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this AgreementSeller within the time periods required above for obtaining the same.

Environmental Study. During the ninety (a90) Within -day period following the Effective Date, Buyer may cause to be conducted, at its sole cost and expense, a Phase 1 environmental audit with respect to the Real Property by an environmental consultant acceptable to Seller (the “Environmental Consultant”). Buyer and Seller shall reasonably cooperate in scheduling such audit and providing reasonable access to the Real Property for such audit. If Buyer so elects following recommendation by the Environmental Consultant of further investigation of any potential environmental conditions with respect to the Real Property, Buyer shall promptly notify Seller and the parties shall reasonably cooperate with respect to the completion of such investigation during the ninety (90)- day period following the Effective Date. If as a result of the Phase 1 audit or any further investigation recommended by the Environmental Consultant (the “Environmental Study”), which complete study shall be provided to Seller, the Environmental Consultant reasonably determines in a writing addressed to Seller that any environmental condition with respect to the Real Property requires remediation (an “Environmental Condition”), Buyer shall cause the Environmental Consultant to prepare an estimate of the cost of such remediation. If the estimated costs of remediation are equal to or less than Three Hundred Thousand ($300,000), Seller shall, at Buyer’s election, either cause such remediation to be completed at Seller’s sole cost and expense to Buyer’s reasonable satisfaction, or the Purchase Price shall be reduced by the amount of the estimate. In the event that the estimated costs of remediation are greater than Three Hundred Thousand ($300,000), then Seller may elect within 15 days of the receipt by Seller of the documentation constituting the Environmental Consultant’s determination and the estimate of the cost of remediation by written notice to Buyer to complete the remediation as provided above; provided, however, that in the event Seller elects not to complete such remediation, Buyer, at its option, shall elect within fifteen (15) days after receipt of Seller’s notice to such effect, to terminate this Agreement without either party being subject to a claim by the other for liquidated damages or any other claims for damages, or waive any default or breach with respect to the loss or damage and receive a $300,000 credit against the Purchase Price at Closing. Either party may extend the Closing Date by up to thirty (30) days after the date of this Agreement, Riverview may in order at its sole cost and expense a Phase I environmental report ("Phase I") of the Owned Real Property conducted by an independent environmental investigation and testing firm selected by Riverview (subject to any landlord's approval or consent as may be required and prior notice allow Seller to MBank of the date and time of complete any such inspections and examinations) and which shall be undertaken in a manner and at times so as not to unreasonably disrupt MBank's business operations of the Branchesremediation. In the event The parties agree that any Phase I discloses any potential environmental condition that in the reasonable belief of Riverview warrants further review or investigation, Riverview may within ten (10) Business Days of receipt by Riverview of the Phase I, notify MBank of its intention to order a Phase II environmental report ("Phase II") conducted by an independent environmental investigation and testing firm selected by Riverview. MBank shall, within five (5) Business Days after receipt of such notice from Riverview, either consent in writing to Riverview ordering a Phase II or notify Riverview that they are treating the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities payments made pursuant to this Agreement. In Section 5.16 shall be independent of, and shall have no limit on, the event that MBank delivers written approval to Riverview to order a Phase II, Riverview may, within ten (10) Business Days order such Phase II. If the Phase II report recommends or suggests as being appropriate the taking provisions of any remedial and corrective actions, or reveals levels of environmental contaminants in excess of Federal or state action limits on the Owned Real Property, Riverview may purchase the Owned Real Property on terms mutually agreeable to Riverview and MBank, including which party pays for the Phase II report. In the event that Riverview and MBank fail to reach such agreement within ninety (90) days following the date of this Agreement, Riverview may treat the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets by giving MBank written notice. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this AgreementSection 9.2 below.

Environmental Study. (a) Seller has provided Purchaser with copies of any Phase I environmental site assessments or Phase II environmental reports, or any similar reports, for the Real Property or Leased Property possessed by Seller. Within thirty (30) days after the date of this Agreement, Riverview may order the Purchaser may, at its the Purchaser's sole cost and expense expense, obtain a completed Phase I environmental report site assessment ("Phase I") of the Owned any and all Real Property or Leased Property conducted by an independent environmental investigation and testing firm selected by Riverview (subject the Purchaser and reasonably acceptable to any landlord's approval or consent as may be required and prior notice to MBank of the date and time of any such inspections and examinations) and which shall be undertaken in a manner and at times so as not to unreasonably disrupt MBank's business operations of the BranchesSeller. In the event any the Phase I discloses any potential environmental condition that in the reasonable belief of Riverview the Purchaser warrants further review or investigation, Riverview may within ten (10) Business Days of receipt by Riverview the Purchaser shall give notice of the Phase Isame to the Seller within such thirty (30) day period with respect to the specific Real Property or Leased Property involved. The Purchaser shall purchase, notify MBank of its intention to order or assume the lease for, any and all Real Property or Leased Property, as the case may be, for which specific notice is not provided within such thirty (30) day period. Upon giving the notice required hereby, the Purchaser may, within an additional forty- five (45) day period obtain a completed Phase II environmental report ("Phase II") conducted by an independent the same environmental investigation and testing firm selected that prepared the Phase I report; provided, however, that all testing and sampling conducted by Riverview. MBank shall, within five (5) Business Days after receipt of such notice from Riverview, either consent firm shall be agreed upon in writing to Riverview ordering a Phase II or notify Riverview that they are treating advance by both the Owned Real Property Purchaser and the Personal Property Seller. All costs and Assumed Contracts expenses associated with the Owned Phase II testing and report shall be divided equally between the Purchaser and the Seller. The Purchaser shall purchase, or assume the Lease of, any and all Real Property or Leased Property, as Excluded Assets. For the avoidance case may be, for which (a) the Phase I or Phase II report reveals potential levels of doubtenvironmental contaminants not in excess of federal or state action limits, Riverview or (b) the Purchaser shall remain obligated to, in accordance have been provided confirmation from governmental authorities with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreement. In the event applicable jurisdiction that MBank delivers written approval to Riverview to order a Phase II, Riverview may, within ten (10) Business Days order such Phase IIno action is required. If the Phase II report recommends or suggests as being appropriate the taking of any remedial and corrective actions, or reveals levels of environmental contaminants in excess of Federal federal or state action limits on the Owned any Real Property, Riverview the Purchaser may purchase the Owned such Real Property on terms and conditions mutually agreeable to Riverview the Purchaser and MBank, including which party pays for the Phase II reportSeller. In the event that Riverview the Purchaser and MBank the Seller fail to reach such agreement within ninety seventy-five (9075) days following the date of this Agreement, Riverview may treat the Owned Purchaser shall lease any such Real Property on terms and conditions mutually agreeable to the Purchaser and the Personal Property Seller. The Purchaser and Assumed Contracts associated its employees, agents and representatives shall hold the contents of all Phase I or Phase II reports confidential and disclose the contents thereof only with the Owned Property prior written consent of the Seller or as Excluded Assets may be required under applicable law. The Purchaser shall provide copies of the Phase I and Phase II reports, if any, obtained by giving MBank written notice. For Purchaser to the avoidance of doubt, Riverview shall remain obligated to, in accordance with Seller within the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreementtime periods required above for obtaining the same.

Environmental Study. (a) Within thirty (30) days after the date of this Agreement, Riverview may order Purchaser may, at its Purchaser’s sole cost and expense expense, obtain a completed Phase I environmental report ("“Phase I"”) of the Owned any and all Real Property and Leased Property, conducted by an independent independent, nationally recognized environmental investigation and testing firm selected by Riverview (subject to any landlord's approval or consent as may be required the Purchaser and prior notice to MBank of the date and time of any such inspections and examinations) and which shall be undertaken in a manner and at times so as not to unreasonably disrupt MBank's business operations of the Branchesreasonably approved by Seller. In the event any the Phase I discloses any potential environmental condition that in the reasonable belief of Riverview Purchaser warrants further review or investigation, Riverview may within ten (10) Business Days of receipt by Riverview Purchaser shall give notice of the Phase Isame to Seller within such thirty (30) day period with respect to the specific Real Property or Leased Property. Purchaser shall, notify MBank subject to other terms and conditions of its intention this Agreement, purchase any and all Real Property and assume Seller’s rights as lessee under the Leased Property for which specific notice is not provided within such thirty (30) day period. Upon giving notice, Purchaser may, within an additional fifteen (15) day period, at one-half of the cost and expense to order Purchaser and one-half to Seller, obtain a completed Phase II environmental report ("“Phase II") conducted by an independent environmental investigation and testing firm selected by Riverview”). MBank Purchaser shall, within five (5) Business Days after receipt of such notice from Riverview, either consent in writing subject to Riverview ordering a Phase II or notify Riverview that they are treating the Owned Real Property other terms and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms conditions of this Agreement, purchase any and all other Assets Real Property and assume all other Assumed Liabilities pursuant to this Agreement. In Seller’s rights as lessee under the event Leased Property for which (a) the Phase I or Phase II report reveals potential levels of environmental contaminants not in excess of federal and state action limits, or (b) Purchaser shall have been provided confirmation from governmental authorities with applicable jurisdiction that MBank delivers written approval to Riverview to order a Phase II, Riverview may, within ten (10) Business Days order such Phase IIno action is required. If the Phase II report recommends or suggests as being appropriate the taking of any remedial and corrective actions, or reveals levels of environmental contaminants in excess of Federal or federal and state action limits on the Owned any Real Property or Leased Property, Riverview Purchaser may purchase said Real Property and assume Seller’s rights as lessee under the Owned Real Leased Property on terms and conditions mutually agreeable to Riverview Purchaser and MBank, including which party pays for the Phase II reportSeller. In the event that Riverview Purchaser and MBank Seller fail to reach such agreement within ninety sixty (9060) days following of the date of this Agreement, Riverview may treat the Owned Purchaser may, in its sole discretion, lease any such Real Property or Leased Property on market terms mutually agreeable to Purchaser and Seller, but Purchaser shall not have any obligation to lease such Real Property or Leased Property. Purchaser and its employees, agents and representatives shall hold all contents of any Phase I or Phase II reports confidential and disclose the Personal Property and Assumed Contracts associated contents thereof only with the Owned Property prior written consent of the Seller or as Excluded Assets by giving MBank written notice. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreementmay be required under applicable law.

Environmental Study. (a) Within thirty (30) days after the date of this AgreementPurchaser may, Riverview may order at its sole cost Purchaser’s election and expense a Phase I environmental report ("Phase I") of the Owned Real Property conducted by an independent environmental investigation and testing firm selected by Riverview (subject to any landlord's ’s approval or consent as may be required and prior notice to MBank Seller of the date and time of any such inspections and examinations, within thirty (30) calendar days from the date of this Agreement, undertake and which complete a Phase I environmental site assessment with respect to the Real Property. Such Environmental Studies shall be undertaken conducted in a manner and at times so as to not to unreasonably disrupt MBank's Seller’s business operations of the BranchesBranches or any other activities of landlords or other tenants at any of the Real Property. Notwithstanding the foregoing, Purchaser shall not conduct any invasive testing or Phase II Environmental Site Assessment on any facilities subject to the Branch Lease without (i) the prior written consent of Seller (which may be withheld at the sole discretion of Seller), (ii) executing a customary access and confidentiality agreement on a form provided by Seller, which shall include further insurance requirements for Purchaser’s consultants, prior to entering the property, and (iii) coordinating the scope of such work with Seller or Seller’s consultants, as applicable. If Seller agrees to permit invasive testing or a Phase II Environmental Site Assessment in accordance with this Section 4.13, then Purchaser and Seller may also agree to an extension of the thirty (30) calendar day time period for inspections and examinations under this Section 4.13. Purchaser shall maintain liability insurance and shall indemnify Seller for any and all Losses incurred by Seller or any of its Affiliates due to Purchaser or its agents performing any work pursuant to this Section 4.13. In the event of any Phase I discloses damage to any potential environmental condition that in the reasonable belief of Riverview warrants further review or investigation, Riverview may within ten (10) Business Days of receipt by Riverview of the Phase IBranches due to Purchaser or its agents performing work pursuant to this Section 4.13, notify MBank Seller shall be entitled to require Purchaser to engage workmen reasonably acceptable to Seller to restore any such damage to the same condition as the Branches were in prior to the inspection. (b) If Purchaser shall discover a Material Defect as a result of its intention to order a Phase II environmental report ("Phase II") conducted by an independent environmental investigation Purchaser’s inspections and testing firm selected by Riverview. MBank shall, within five (5) Business Days after receipt of such notice from Riverview, either consent in writing to Riverview ordering a Phase II or notify Riverview that they are treating the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets. For the avoidance of doubt, Riverview shall remain obligated to, examinations undertaken in accordance with Section 4.13(a), Purchaser shall give Seller written notice as soon as possible (but in no event later than the terms expiration of this Agreementthe thirty (30) calendar day period, purchase all other Assets or on extension thereof agreed to by Purchaser and assume all other Assumed Liabilities Seller) describing, in reasonable detail, the facts or conditions constituting such Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. With regard to the facilities subject to the Branch Lease, Purchaser and Seller understand that conducting the inspections and effecting the cure of a Material Defect, if any, may require the action or the consent of the lessor, and Seller shall have no obligation pursuant to this AgreementAgreement to cure a Material Defect that Purchaser alleges to have discovered. In Collateral Assignments and Filing. As reasonably requested by Purchaser, Seller shall take all reasonable actions to assist Purchaser in obtaining the event that MBank delivers written approval to Riverview to order a Phase IIvalid assignment of all security interests in the collateral, Riverview mayif any, within ten (10) Business Days order such Phase IIsecuring each Loan in favor of Purchaser or its designated assignee as secured party. If the Phase II report recommends or suggests as being appropriate the taking The cost of any remedial and corrective actions, or reveals levels of environmental contaminants in excess of Federal or state action limits on the Owned Real Property, Riverview may purchase the Owned Real Property on terms mutually agreeable to Riverview and MBank, including which party pays for the Phase II report. In the event that Riverview and MBank fail to reach such agreement within ninety (90) days following the date of this Agreement, Riverview may treat the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets assignment shall be borne by giving MBank written notice. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this AgreementPurchaser.

Environmental Study. (a) Within thirty (30) days after the date of this AgreementPurchaser may, Riverview may order at its sole cost Purchaser’s election and expense a Phase I environmental report ("Phase I") of the Owned Real Property conducted by an independent environmental investigation and testing firm selected by Riverview (subject to any landlord's ’s approval or consent as may be required and prior notice to MBank Seller of the date and time of any such inspections and examinations, within thirty (30) calendar days from the date of this Agreement, undertake and which complete an environmental study for the existence of any and all environmental conditions and any and all violations of environmental laws, as is commonly referred to as a Phase I environmental study (“Environmental Study”) with respect to the Real Property, as Purchaser deems necessary or appropriate. Such Environmental Studies shall be undertaken conducted in a manner and at times so as to not to unreasonably disrupt MBank's Seller’s business operations of the Branches. Notwithstanding the foregoing, Purchaser shall not conduct any invasive testing or Phase II Environmental Site Assessment on any facilities subject to the Branch Lease without the prior written consent of Seller (which consent will not unreasonably be withheld or delayed), and coordinating the scope of such work with Seller or Seller’s consultants, as applicable. If reasonably necessary for proper conduct and completion of on-site sampling for a Phase II Environmental Site Assessment, or Baseline Environmental Assessment as defined under the laws of the State of New York this time period shall be subject to reasonable extensions, not to exceed thirty (30) calendar days following the expiration of the initial thirty (30) calendar day period. Purchaser shall maintain liability insurance and shall indemnify Seller for any and all Losses incurred by Seller, any of its Affiliates and/or third parties while Purchaser and its agents are performing any Environmental Study. In the event of any Phase I discloses damage to any potential environmental of the Branches, Seller shall be entitled to require Purchaser to engage workmen reasonably acceptable to Seller to restore any such damage to the same condition as the Branches were in prior to the inspection. (b) If Purchaser shall discover a Material Defect as a result of Purchaser’s inspections and examinations undertaken in accordance with Section 4.16(a), Purchaser shall give Seller written notice as soon as possible (but in no event later than the expiration of the thirty (30) calendar day period, or the additional thirty (30) calendar day period if subject to an extension for testing as provided in Section 4.16(a)) describing, in reasonable detail, the facts or conditions constituting such Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect (to be read for purposes of this paragraph without reference to the $100,000 threshold). With regard to the facilities subject to the Branch Lease, Purchaser and Seller understand that in conducting the inspections and effecting the cure of a Material Defect, if any, may require the action or the consent of the lessor and the parties shall use their respective reasonable belief of Riverview warrants further review best efforts to cause such action to be taken or investigation, Riverview may within to obtain such consent. (c) If Seller does not elect to cure any such Material Defect or is unable to cure such Material Defect to Purchaser’s reasonable satisfaction at least ten (10) Business Days of receipt by Riverview calendar days prior to the Closing, and Purchaser does not elect to waive such Material Defect, Seller shall be responsible for the reasonable costs and expenses Purchaser may incur to repair and remediate the Material Defect in excess of the Phase I$100,000 threshold up to a maximum of $250,000. In the event that the amount of expense or liability which Purchaser would be reasonably likely to incur to correct the applicable “Recognized Environmental Condition” resulting in a Material Defect will exceed $250,000 in the case of any facility subject to the Branch Lease, notify MBank of then Purchaser may elect (as its intention to order a Phase II environmental report ("Phase II") conducted by an independent environmental investigation and testing firm selected by Riverview. MBank shall, within five (5) Business Days after receipt of such notice from Riverviewsole remedy), either consent in writing to Riverview ordering exclude such Branch Lease from this Agreement by giving written notice to Seller, (a Phase II or notify Riverview that they are treating Branch pursuant to the Owned Real Property preceding clause, an “Excluded Branch”). If a Branch becomes an Excluded Branch, then all other assets and the Personal Property and Assumed Contracts liabilities associated with the Owned Property Excluded Branch shall no longer be deemed to be Assets and Assumed Liabilities, except that all of the Deposits (including Deposits in IRA/Keoghs and related account agreements), the Loans (plus Accrued Interest with respect to such Loans, as well as the collateral for the Loans, the Loan Documents and, to the extent owned, the servicing rights related thereto pursuant to Section 2.4), the Negative Deposits and the Safe Deposit Agreements associated with the Excluded Assets. For the avoidance of doubt, Riverview Branch shall remain obligated toAssets and/or Assumed Liabilities, as the case may be. If a Branch becomes an Excluded Branch, then the consideration to be paid by Purchaser shall be reduced by the value ascribed to the Branch(es) set forth on Exhibit 4.16(c). (d) No information, contents or results of any Environmental Study conducted pursuant to this Section 4.16, including the contents of the report issued in connection therewith, shall be disclosed by Purchaser or its agents, consultants or employees to any third party without Seller’s prior written approval, unless and until Purchaser is legally compelled to make such disclosure under applicable laws or until the P&A Transaction is consummated. Notwithstanding the foregoing, Purchaser may disclose such matters to its directors, executive officers, legal counsel, financial advisor and such employees who are reasonably required to receive such disclosure (such parties being referred to as “Purchaser” for purposes of this section), and the specific identities of such persons shall be supplied to Seller prior to any permitted disclosure by Purchaser. If this Agreement is terminated for any reason in accordance with the terms of this AgreementSection 10.1, purchase Purchaser shall immediately deliver and/or return to Seller any and all documents, plans and other Assets and assume all other Assumed Liabilities items furnished to Purchaser pursuant to this AgreementSection 4.16. In the event that MBank delivers written approval to Riverview to order a Phase II, Riverview may, within ten (10) Business Days order such Phase II. If the Phase II report recommends or suggests as being appropriate the taking The confidentiality and limitations on disclosure of any remedial and corrective actions, or reveals levels of environmental contaminants in excess of Federal or state action limits on the Owned Real Property, Riverview may purchase the Owned Real Property on terms mutually agreeable to Riverview and MBank, including which party pays for the Phase II report. In the event that Riverview and MBank fail to reach such agreement within ninety (90) days following the date information by Purchaser as set forth herein at this Section 4.16 shall survive any termination of this Agreement, Riverview may treat the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets by giving MBank written notice. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreement.

Environmental Study. (a) Within thirty (30) days after the date of this AgreementPurchaser may, Riverview may order at its sole cost Purchaser’s election and expense a Phase I environmental report ("Phase I") of the Owned Real Property conducted by an independent environmental investigation and testing firm selected by Riverview (subject to any landlord's ’s approval or consent as may be required and prior notice to MBank Seller of the date and time of any such inspections and examinations, within thirty (30) calendar days from the date of this Agreement, undertake and which complete an environmental study for the existence of any and all environmental conditions and any and all violations of environmental laws, as is commonly referred to as a Phase I environmental study (“Environmental Study”) with respect to the Real Property, as Purchaser deems necessary or appropriate. Such Environmental Studies shall be undertaken conducted in a manner and at times so as to not to unreasonably disrupt MBank's Seller’s business operations of the Branches. In Notwithstanding the event foregoing, Purchaser shall not conduct any invasive testing or Phase I discloses II Environmental Site Assessment on any potential environmental condition that in Owned Real Property without the reasonable belief prior written consent of Riverview warrants further review Seller (which consent will not unreasonably be withheld or investigationdelayed), Riverview may within ten (10) Business Days and coordinating the scope of receipt by Riverview such work with Seller or Seller’s consultants, as applicable. If reasonably necessary for proper conduct and completion of the Phase I, notify MBank of its intention to order on-site sampling for a Phase II environmental report Environmental Site Assessment, or Baseline Environmental Assessment as defined under the laws of the State of Florida, this time period shall be subject to reasonable extensions, not to exceed thirty ("Phase II"30) conducted calendar days following the expiration of the initial thirty (30) calendar day period. Purchaser shall maintain liability insurance and shall indemnify Seller for any and all Losses incurred by an independent environmental investigation Seller, any of its Affiliates and/or third parties while Purchaser and testing firm selected by Riverview. MBank shall, within five (5) Business Days after receipt of such notice from Riverview, either consent in writing to Riverview ordering a Phase II or notify Riverview that they its agents are treating the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreementperforming any Environmental Study. In the event that MBank delivers written approval to Riverview to order a Phase II, Riverview may, within ten (10) Business Days order such Phase II. If the Phase II report recommends or suggests as being appropriate the taking of any remedial damage to the Branches, Seller shall be entitled to require Purchaser to engage workmen reasonably acceptable to Seller to restore any such damage to the same condition as the Branches were in prior to the inspection. (b) If Purchaser shall discover a Material Defect as a result of Purchaser’s inspections and corrective actions, or reveals levels of environmental contaminants in excess of Federal or state action limits on the Owned Real Property, Riverview may purchase the Owned Real Property on terms mutually agreeable to Riverview and MBank, including which party pays for the Phase II report. In the event that Riverview and MBank fail to reach such agreement within ninety (90) days following the date of this Agreement, Riverview may treat the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets by giving MBank written notice. For the avoidance of doubt, Riverview shall remain obligated to, examinations undertaken in accordance with Section 4.16(a), Purchaser shall give Seller written notice as soon as possible (but in no event later than the terms expiration of this Agreementthe thirty (30) calendar day period, purchase all other Assets or the additional thirty (30) calendar day period if subject to an extension for testing as provided in Section 4.16(a)) describing, in reasonable detail, the facts or conditions constituting such Material Defect and assume all other Assumed Liabilities pursuant the measures which Purchaser reasonably believes are necessary to this Agreementcorrect such Material Defect.

Environmental Study. (a) Seller has provided Purchaser with copies of any Phase I environmental site assessments or Phase II environmental reports, or any similar reports, for the Real Property or Leased Property possessed by Seller. Within thirty (30) days after the date of this Agreement, Riverview may order the Purchaser may, at its the Purchaser’s sole cost and expense expense, obtain a completed Phase I environmental report site assessment ("“Phase I"”) of the Owned any and all Real Property or Leased Property conducted by an independent environmental investigation and testing firm selected by Riverview (subject the Purchaser and reasonably acceptable to any landlord's approval or consent as may be required and prior notice to MBank of the date and time of any such inspections and examinations) and which shall be undertaken in a manner and at times so as not to unreasonably disrupt MBank's business operations of the BranchesSeller. In the event any the Phase I discloses any potential environmental condition that in the reasonable belief of Riverview the Purchaser warrants further review or investigation, Riverview may within ten (10) Business Days of receipt by Riverview the Purchaser shall give notice of the Phase Isame to the Seller within such thirty (30) day period with respect to the specific Real Property or Leased Property involved. The Purchaser shall purchase, notify MBank of its intention to order or assume the lease for, any and all Real Property or Leased Property, as the case may be, for which specific notice is not provided within such thirty (30) day period. Upon giving the notice required hereby, the Purchaser may, within an additional forty-five (45) day period obtain a completed Phase II environmental report ("“Phase II"”) conducted by an independent the same environmental investigation and testing firm selected that prepared the Phase I report; provided, however, that all testing and sampling conducted by Riverview. MBank shall, within five (5) Business Days after receipt of such notice from Riverview, either consent firm shall be agreed upon in writing to Riverview ordering a Phase II or notify Riverview that they are treating advance by both the Owned Real Property Purchaser and the Personal Property Seller. All costs and Assumed Contracts expenses associated with the Owned Phase II testing and report shall be divided equally between the Purchaser and the Seller. The Purchaser shall purchase, or assume the Lease of, any and all Real Property or Leased Property, as Excluded Assets. For the avoidance case may be, for which (a) the Phase I or Phase II report reveals potential levels of doubtenvironmental contaminants not in excess of federal or state action limits, Riverview or (b) the Purchaser shall remain obligated to, in accordance have been provided confirmation from governmental authorities with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreement. In the event applicable jurisdiction that MBank delivers written approval to Riverview to order a Phase II, Riverview may, within ten (10) Business Days order such Phase IIno action is required. If the Phase II report recommends or suggests as being appropriate the taking of any remedial and corrective actions, or reveals levels of environmental contaminants in excess of Federal federal or state action limits on the Owned any Real Property, Riverview the Purchaser may purchase the Owned such Real Property on terms and conditions mutually agreeable to Riverview the Purchaser and MBank, including which party pays for the Phase II reportSeller. In the event that Riverview the Purchaser and MBank the Seller fail to reach such agreement within ninety seventy-five (9075) days following the date of this Agreement, Riverview may treat the Owned Purchaser shall lease any such Real Property on terms and conditions mutually agreeable to the Purchaser and the Personal Property Seller. The Purchaser and Assumed Contracts associated its employees, agents and representatives shall hold the contents of all Phase I or Phase II reports confidential and disclose the contents thereof only with the Owned Property prior written consent of the Seller or as Excluded Assets may be required under applicable law. The Purchaser shall provide copies of the Phase I and Phase II reports, if any, obtained by giving MBank written notice. For Purchaser to the avoidance of doubt, Riverview shall remain obligated to, in accordance with Seller within the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreementtime periods required above for obtaining the same.

Environmental Study. (a) Within thirty (30) days after the date of this Agreement, Riverview may order at its sole cost and expense a Phase I environmental report ("Phase I") of the Owned Real Property conducted by an independent environmental investigation and testing firm selected by Riverview (subject to any landlord's approval or consent as may be required and prior notice to MBank of the date and time of any such inspections and examinations) and which shall be undertaken in a manner and at times so as not to unreasonably disrupt MBank's business operations of the Branches. In the event any Phase I discloses any potential environmental condition that in the reasonable belief of Riverview warrants further review or investigation, Riverview may within ten (10) Business Days of receipt by Riverview of the Phase I, notify MBank of its intention to order a Phase II environmental report ("Phase II") conducted by an independent environmental investigation and testing firm selected by Riverview. MBank shall, within five (5) Business Days after receipt of such notice from Riverview, either consent in writing to Riverview ordering a Phase II or notify Riverview that they are treating the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreement. In the event that MBank delivers written approval to Riverview to order a Phase II, Riverview may, within ten (10) Business Days order such Phase II. If the Phase II report recommends or suggests as being appropriate the taking of any remedial and corrective actions, or reveals levels of environmental contaminants in excess of Federal or state action limits on the Owned Real Property, Riverview may purchase the Owned Real Property on terms mutually agreeable to Riverview and MBank, including which party pays for the Phase II report. In the event that Riverview and MBank fail to reach such agreement within ninety (90) 45 days following the date of this Agreement, Riverview may treat at the option of BT Financial, BT Financial shall cause a Phase I environmental assessment ("Phase I assessment") of each of HNBP's owned branch offices to be completed, at its sole cost and expense. If BT Financial should determine pursuant to the results of such Phase I assessment that (i) there has been any storage, discharge, disposal, release, or emission of any Hazardous Substance in, on, or from any Owned Real Property and (ii) BT Financial reasonably believes that it could become responsible for the Personal remediation of such storage, discharge, disposal, release, or emission or become liable for monetary damages resulting therefrom, then BT Financial shall inform Huntington and HNBP in writing with specificity within fifteen days of BT Financial's receipt of the Phase I assessment. Upon receipt of such notice, if the costs to remedy the defects specified in such notice are reasonably expected to be less than $50,000 in the aggregate, HNBP shall take all necessary actions to correct the defects specified in the notice. Upon completion of such corrective action to the satisfaction of BT Financial, or HNBP's proving to BT Financial that BT Financial would not be responsible for remediation or be liable for monetary damages (unless, in BT Financial's reasonable opinion, the results of the Phase I assessment would materially adversely affect the marketability of said property), BT Financial shall remove any objection it may have with respect to that certain parcel of Owned Real Property and Assumed Contracts associated with proceed promptly toward Closing. If the Owned Property as Excluded Assets by giving MBank written notice. For costs to remedy the avoidance of doubtspecific defects set forth in such notice are reasonably expected to exceed $50,000 in the aggregate, Riverview then HNBP may, but shall remain obligated not be required to, take all necessary actions to correct the defects specified in accordance the notice, and if HNBP corrects such defect to the satisfaction of BT Financial, BT Financial shall remove any objection it may have with the terms respect to that certain parcel of this AgreementOwned Real Property and proceed promptly toward Closing, purchase all other Assets and assume all other Assumed Liabilities pursuant and, if HNBP elects not to correct such defect or if HNBP fails to correct such defect, BT Financial, in its sole discretion, may terminate this Agreement.