Common use of Environmental Studies Clause in Contracts

Environmental Studies. At its option, FNB may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as FNB shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with United’s normal operations, and provided further, however, that United shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below, the costs of the Environmental Survey shall be paid by FNB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB believes that United or, following the Merger, FNB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that United or, following the Merger, FNB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, United or, following the Merger, FNB, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB shall give United prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to United or its shareholders.

Environmental Studies. At its option, FNB option the Holding Company may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as FNB the Holding Company shall deem necessary or desirable (collectively, the “"Environmental Survey”"); provided, however, that the Environmental Survey, as much as possible, . The Holding Company shall be performed in such a manner as will not interfere unreasonably with United’s normal operations, and provided further, however, that United shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 sixty (60) days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicablewithin sixty (60) days following completion of all Phase I environmental assessments. Subject to the provisions of Section 8.3(c) Paragraph 8.03. below, the costs of the Environmental Survey shall be paid by FNBthe Holding Company. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would or may constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB the Holding Company believes that United or, following the Merger, FNB, could Federal is reasonably likely to become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that United or, following the Merger, FNB, could Federal is reasonably likely to become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, United or, following the Merger, FNB, could Federal is reasonably likely to incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their its legal counsel or other consultants, FNB reasonably the Holding Company believes the amount of expenses or liability which either of them could United Federal is reasonably likely to incur or for which either of them United Federal could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time100,000, then FNB the Holding Company shall give United prompt Federal written notice thereof (together with all information in its possession relating thereto) within fifteen (15) days of the completion of the Environmental Survey and, at FNB’s the Holding Company's sole option and discretion, at any time thereafter and up to the Effective Time, it the Holding Company may terminate this Agreement without further obligation or liability to United Federal or its shareholders.

Environmental Studies. At its option, FNB UCB may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as FNB UCB shall deem necessary or desirable (collectively, the “"Environmental Survey”"); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with United’s Community's normal operations, and provided further, however, that United Community shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB UCB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below, the costs of the Environmental Survey shall be paid by FNBUCB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB UCB believes that United Community or, following the Merger, FNBUCB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that United Community or, following the Merger, FNBUCB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, United Community or, following the Merger, FNBUCB, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB UCB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB UCB shall give United Community prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s UCB's sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to United Community or its shareholders.

Environmental Studies. At its option, FNB may cause BUYER shall have the right to be conducted Phase I make an environmental assessments and other physical assessment of the Real Property, Properties during the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as FNB shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with United’s normal operations, and provided further, however, that United shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following period beginning on the date of execution of this Agreement and thereafter ending at 5:00 P.M. C.D.S.T. on the twenty-eighth (28th) day after the entry of an order approving the Expense Motion (defined hereinafter) ("Examination Period"). BUYER and its Representatives (as herein defined) shall have the right to conduct enter upon the Properties and complete any such additional studiesall buildings and improvements thereon, testinginspect the same, sampling and analyses as promptly as practicable. Subject to the provisions extent that SELLER reasonably believes that the Properties will NOT be damaged thereby, conduct soil and water tests and borings, and generally conduct such tests, examinations, investigations and studies ("Environmental Studies") as may be reasonably necessary or appropriate for the preparation of Section 8.3(c) belowappropriate environmental and other reports relating to the Properties, their condition, and the costs presence of wastes or contaminants. SELLER shall be provided 24 hours written notice of such activities and shall have the right to witness all such tests and investigations and receive an equal distribution of all samples taken by BUYER, or its Representatives. BUYER agrees to provide SELLER copies of each site assessment report obtained in connection with the Environmental Survey shall be paid by FNB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental LawsStudies, and if, (ii) based on the advice of its legal counsel or other consultants, FNB believes that United or, following the Merger, FNB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that United or, following the Merger, FNB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, United or, following the Merger, FNB, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account copies of any and all test results, reports or collected data obtained as to the Properties within three (3) business days of the receipt thereof by BUYER. To the extent necessary, SELLER hereby grants BUYER access to the Properties to conduct its Environmental Studies UPON THE CONDITION THAT BUYER INDEMNIFIES AND HOLDS SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS FOR OR RELATED TO PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY ARISING OUT OF OR AS A DIRECT RESULT OF THE ACTIVITIES OF BUYER OR ITS REPRESENTATIVES ON THE PROPERTIES IN CONDUCTING ANY TESTS OR ITS OTHER ACTIVITIES ON THE PROPERTIES, IN CONNECTION WITH ITS ENVIRONMENTAL STUDIES. If during the Examination Period, BUYER discovers in good faith that (i) there is a condition or circumstance which constitutes an actual violation of an applicable Environmental Law (as defined herein) that affects the value of the Property(ies), or (ii) there is a claim, demand, filing, investigation, action, suit or other legal or administrative proceeding asserted or otherwise initiated by a governmental authority or any other person or entity and arising from or related to the Properties or the ownership or operation of any thereof ("Environmental Defect"), BUYER may include notice of such Environmental Defect in a Notice of Defects ("Notice of Defects") delivered hereunder, provided, that any such matter not included in a Notice of Defects shall be waived by BUYER. BUYER acknowledges that certain of the Properties may currently or have in the past contained asbestos or natural occurring radioactive materials ("NORM") and that special procedures may be required for the assessment, remediation, corrective action removal, transportation or monetary damages at any time or over any period disposal of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB shall give United prompt written notice thereof (together with all information such asbestos and NORM. Notwithstanding anything contained in its possession relating thereto) and, at FNB’s sole option and discretion, at any time thereafter and up this Agreement to the Effective Timecontrary, it may terminate this Agreement without further obligation BUYER agrees to accept full responsibility for and shall pay all costs and expenses associated with the assessment, remediation, removal, transportation and disposal of the asbestos or liability NORM associated with the Properties, and shall not be entitled to United claim the fact that the asbestos or NORM exists or that the assessment, remediation, removal, transportation or disposal of the asbestos or NORM is not complete or that additional costs will be required to complete the assessment, remediation, removal, transportation or disposal of the asbestos or NORM as a Defect and BUYER (on behalf of itself, its shareholdersofficers, agents, employees, affiliates, successors and assigns) irrevocably waives such claims.

Environmental Studies. At its option, FNB may cause to be conducted --------------------- Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as FNB shall deem necessary or desirable (collectively, the “"Environmental Survey”"); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with United’s Rowan's normal operations, and provided further, however, that United Rowan shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below, the costs of the Environmental Survey shall be paid by FNB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB believes that United Rowan or, following the Merger, FNB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that United Rowan or, following the Merger, FNB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, United Rowan or, following the Merger, FNB, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB shall give United Rowan prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s 's sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to United Rowan or its shareholders.

Environmental Studies. At its option, FNB Select Bank may cause to be conducted conducted, at its expense, Phase I and/or Phase II environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the any Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as FNB Select Bank shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that the Environmental Survey, as much as to the extent possible, shall be performed in such a manner as will not interfere unreasonably with UnitedTarget Bank’s normal operations, and provided further, however, that United Target Bank shall use its best commercially reasonable efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB Select Bank shall complete and deliver to Target Bank the report of any such requested Phase I environmental assessment by October 1, 2017 and shall attempt in good faith to complete all such Phase I II environmental assessments within 60 ninety (90) days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below8.3, the costs of the Environmental Survey shall be paid by FNBSelect Bank. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB SLCT or Select Bank reasonably believes that United PARA or Target Bank or, following the Merger and the Bank Merger, FNB, the Surviving Corporation or the Surviving Bank could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that United PARA or Target Bank or, following the Merger, FNB, the Surviving Corporation or the Surviving Bank could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, United PARA or Target Bank or, following the Merger, FNBSLCT or Select Bank, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB SLCT and Select Bank reasonably believes believe that the amount of expenses or liability which either of them SLCT, Select Bank, PARA or Target Bank could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time during the next ten (10) years could equal or exceed an aggregate of $250,000 over any period of time150,000, then FNB SLCT and Select Bank shall give United PARA and Target Bank prompt written notice thereof (together with all information in its possession relating theretothereto if requested by PARA or Target Bank) and, at FNBSLCT and Select Bank’s sole option and discretion, at any time thereafter and up to the Effective Timethereafter, but in no event later than November 30, 2017, it may terminate this Agreement without further obligation or liability to United PARA, Target Bank or its shareholdersany other person or entity.

Environmental Studies. At its option, FNB option Uwharrie may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to OREO or any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as FNB Uwharrie shall deem necessary or desirable (collectively, the “"Environmental Survey”"); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with United’s normal operations, and provided further, however, that United shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB Uwharrie shall attempt in good faith to complete all such Phase I environmental assessments within 60 sixty (60) days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) Paragraph 8.03. below, the costs of the Environmental Survey shall be paid by FNBUwharrie. If (i) the final results of any Environmental Survey (or any related analytical data) or other information available to Uwharrie reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease the OREO or Loan Collateral at any time prior to the Anson Heritage Merger Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease the OREO or Loan Collateral which constitutes or would or may constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its their legal counsel or other consultants, FNB Uwharrie believes that United orAnson, following the Merger, FNB, Bank or either of them (or Uwharrie as successor in interest to Anson) could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that United orAnson, following the Merger, FNB, Bank or either of them could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, United or, following the Merger, FNB, Anson could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably Uwharrie believes the amount of expenses or liability which Anson, the Bank or either of them (or Uwharrie as successor in interest to Anson) could incur or for which Anson, the Bank or either of them (or Uwharrie as successor in interest to Anson) could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could (x) equal or exceed an aggregate of $250,000 over any period of time50,000 but be less than $250,000, then FNB Uwharrie may reduce the aggregate purchase price for the total number of issued and outstanding shares of Anson Stock by the amount of the environmental-related expense with a corresponding reduction in the purchase price per share to be paid to the holders of Anson Stock or (y) if such environmental-related expense should equal or exceed $250,000, then Uwharrie shall give United Anson prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s Uwharrie's sole option and discretion, at any time thereafter and up to the Anson Heritage Merger Effective Time, it Uwharrie may terminate this Agreement without further obligation or liability to United Anson or its shareholders.

Environmental Studies. At its option, FNB NCBC Bank may cause to be conducted conducted, at its expense, Phase I and/or Phase II environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the any Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as FNB NCBC Bank shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that the Environmental Survey, as much as to the extent possible, shall be performed in such a manner as will not interfere unreasonably with UnitedSelect Bank’s normal operations, and provided further, however, that United Select Bank shall use its best commercially reasonable efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB NCBC Bank shall complete and deliver to Select Bank the report of any such requested Phase I environmental assessment by December 31, 2013 and shall attempt in good faith to complete all such Phase I II environmental assessments within 60 ninety (90) days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below8.3, the costs of the Environmental Survey shall be paid by FNBNCBC Bank. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB NCBC or NCBC Bank reasonably believes that United Select or Select Bank or, following the MergerMergers, FNB, the Surviving Parent or the Surviving Bank could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that United Select or Select Bank or, following the Merger, FNB, the Surviving Parent or the Surviving Bank could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, United Select or Select Bank or, following the Merger, FNBNCBC or NCBC Bank, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB NCBC and NCBC Bank reasonably believes believe that the amount of expenses or liability which either of them NCBC, NCBC Bank, Select or Select Bank could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time during the next ten (10) years could equal or exceed an aggregate of $250,000 over any period of time250,000, then FNB NCBC and NCBC Bank shall give United Select and Select Bank prompt written notice thereof (together with all information in its possession relating theretothereto if requested by Select or Select Bank) and, at FNBNCBC and NCBC Bank’s sole option and discretion, at any time thereafter and up to the Effective Timethereafter, but in no event later than January 31, 2014, it may terminate this Agreement without further obligation or liability to United Select, Select Bank or its shareholdersany other person or entity.

Environmental Studies. At its option, FNB may cause to be conducted Phase I environmental assessments of As soon as reasonably possible after the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as FNB shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with United’s normal operations, and provided further, however, that United shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the date execution of this Agreement and thereafter prior to conduct the Closing, the Sellers shall make available to the Purchaser true and complete any such additional studiescopies of all reports, testing, sampling studies and analyses as promptly as practicable. Subject other materials which the Sellers or the Company possess or control which pertain to the provisions environmental condition of Section 8.3(c) belowthe current and former assets of the Company. Before the Closing Date, the costs Purchaser may engage, at its sole cost and expense, one or more environmental consulting firms (the "Environmental Consultants") to investigate, analyze, and report on any possible violation of Environmental Laws or the Environmental Survey shall be paid by FNB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any possible existence, handling, generation, processing, refining, manufacture, treatment, storage, use, release, discharge, disposal, release dumping or emission by any person migration (whether legal or illegal, accidental or intentional) of any Hazardous Substance Materials of Environmental Concern on, to, from or otherwise relating to any of the Real Property, Leased Real Property, any other real estate subject property that the Company acquires or possesses the right to a Real Property Lease or Loan Collateral at acquire, any time prior Previously Owned Property, and any other real property in the vicinity of such real property. The Sellers and the Company shall cooperate with the Environmental Consultants in connection with their investigation, and shall permit the Environmental Consultants to perform such tests upon such real property as the Environmental Consultants deem appropriate. If (a)(i) the Environmental Consultants conclude, in final written reports delivered to the Effective TimePurchaser and the Sellers (the "Environmental Reports"), that potential environmental costs, obligations or that any action has been taken liabilities exist or not taken, reclamation or a condition or event likely has occurred or exists, remediation is otherwise required under the applicable Environmental Laws with respect to any of such real property or the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws50 property in the vicinity thereof, and if, (ii) based on the advice cost of its legal counsel or other consultants, FNB believes that United or, following the Merger, FNB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect is estimated by Purchaser in good faith to any such violationexceed $50,000, or that United or(b) the Purchaser is not, following the Merger, FNB, could become liable for monetary damages in its sole discretion (including without limitation its business judgment as to the appropriateness or advisability of acquiring the real property involved with a view to the sale or development thereof to consumers or other developers), otherwise satisfied with the environmental condition or history of any civil such real property or criminal penalties or assessments) resulting therefrom (or that, the real property in the case vicinity thereof (in either of any of the Loan Collateralwhich cases such Real Property, United orLeased Real Property, following the Merger, FNB, could incur any such liability if it acquired title to such Loan CollateralPreviously Owned Property or other real property shall be deemed a "Real Property With Environmental Concerns"), and if, then the Purchaser may (iiibut shall not be obligated to) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB shall give United prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation pursuant to Section 12.1(e) hereof, in which case Purchaser shall not disclose the results of any such studies or liability the basis for such termination to United or its shareholdersany third party, except as may be required by Applicable Law (and, in such event, the Purchaser shall notify the Sellers of such requirement promptly upon determining that a notification is required).

Environmental Studies. At its option, FNB may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as FNB shall deem necessary or desirable (collectively, the “"Environmental Survey”"); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with United’s Home Savings' normal operations, and provided further, however, that United shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below, the costs of the Environmental Survey shall be paid by FNB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB believes that United Home Savings or, following the Merger, FNBFNB or First National, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that United Home Savings or, following the Merger, FNBFNB or First National, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, United Home Savings or, following the Merger, FNBFNB or First National, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 100,000 over any period of time, then FNB shall give United Home Savings prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s 's sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to United Home Savings or its shareholders.

Environmental Studies. At its option, FNB may cause to be conducted --------------------- Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as FNB shall deem necessary or desirable (collectively, the “"Environmental Survey”"); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with United’s Carolina's normal operations, and provided further, however, that United Carolina shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below, the costs of the Environmental Survey shall be paid by FNB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB believes that United Carolina or, following the Merger, FNB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that United Carolina or, following the Merger, FNB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, United Carolina or, following the Merger, FNB, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB shall give United Carolina prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s 's sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to United Carolina or its shareholders.

Environmental Studies. At its option, FNB option the Holding Company may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as FNB the Holding Company shall deem necessary or desirable (collectively, the “"Environmental Survey”"); provided, however, that the Environmental Survey, as much as possible, . The Holding Company shall be performed in such a manner as will not interfere unreasonably with United’s normal operations, and provided further, however, that United shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 sixty (60) days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicablewithin sixty (60) days following completion of all Phase I environmental assessments. Subject to the provisions of Section 8.3(c) Paragraph 8.03. below, the costs of the Environmental Survey shall be paid by FNBthe Holding Company. If (iI) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any 36 person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would or may constitute a violation of any Environmental Laws, and if, (iiII) based on the advice of its legal counsel or other consultants, FNB the Holding Company believes that United or, following the Merger, FNB, could Mecklenburg is reasonably likely to become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that United or, following the Merger, FNB, could Mecklenburg is reasonably likely to become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, United or, following the Merger, FNB, could Mecklenburg is reasonably likely to incur any such liability if it acquired title to such Loan Collateral), and if, (iiiIII) based on the advice of their its legal counsel or other consultants, FNB reasonably the Holding Company believes the amount of expenses or liability which either of them could Mecklenburg is reasonably likely to incur or for which either of them Mecklenburg could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time100,000, then FNB the Holding Company shall give United prompt Mecklenburg written notice thereof (together with all information in its possession relating thereto) within fifteen (15) days of the completion of the Environmental Survey and, at FNB’s the Holding Company's sole option and discretion, at any time thereafter and up to the Effective Time, it the Holding Company may terminate this Agreement without further obligation or liability to United Mecklenburg or its shareholders.