Common use of Environmental Investigation Clause in Contracts

Environmental Investigation. (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement. If any environmental conditions are found, suspected, or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard to any exceptions that may be contained in Heritage's Schedules, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by Heritage), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such work plans or removal or remediation actions would cost more than $3,000,000 (individually or in the aggregate on a tax affected basis) to complete, Acquiror and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier to occur of (i) 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.

Environmental Investigation. (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary may, in its discretion, within thirty ("Phase I"30) environmental assessment Business Days of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement, require the Company to order, at Acquiror’s expense, a Phase I environmental site assessment to be delivered only to Acquiror for each parcel of real property in which the Company or an Acquired Subsidiary holds an interest or formerly held an interest (each a “Phase I Report”), conducted by an independent professional consultant reasonably acceptable to Acquiror to determine if any real property in which the Company or any Acquired Subsidiary holds any interest or formerly held an interest contains or gives evidence of any adverse environmental condition or any violations of Environmental Laws on any such property. If a Phase I Report discloses any violations or adverse environmental conditions are found, suspectedconditions, or would tend to be indicated by reports a reasonable suspicion thereof, then Acquiror may promptly obtain, at the report expense of the consultant which may be contrary to the representations Company and warranties of Heritage set forth herein without regard Acquiror, shared equally, a Phase II environmental report with respect to any exceptions that may be contained in Heritage's Schedules, then the parties affected property which report shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, contain an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those violations or conditions in accordance with applicable laws and regulationsregulations (each a “Phase II Report,” and collectively referred to with the associated Phase I Report, an “Environmental Report”). Acquiror shall have no duty to act upon any information produced by an Environmental Report for the benefit of the Company, any Acquired Subsidiary or any other Person, but shall provide such information to the Company upon the Company’s request. (b) Upon receipt of the estimate of the costs of all follow-up work to an Environmental Report, Acquiror and the Phase I assessments or any subsequent investigation phases that may be conducted, the parties Company shall attempt to agree upon a course of action for further investigation and remediation of any adverse environmental condition or violation suspected, found to exist, or that would tend to be indicated by the report of the consultantan Environmental Report. All post-Phase I investigations or assessments (the The estimated total cost of which shall be paid by Heritage), for completing all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such necessary work plans or removal or remediation actions would actions, plus one-half of the total cost more than $3,000,000 (individually or of the Phase II Report(s), is collectively referred to as the “Remediation Cost.” Subject to the last sentence of this Section 6.7(b), the Remediation Cost shall be taken into account in calculating the Adjusted Book Value. Notwithstanding anything contained herein to the contrary, if the aggregate on a tax affected basis) to completeRemediation Cost exceeds One Million Dollars ($1,000,000), Acquiror and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate in the reviewmay, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and at its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier to occur of sole option: (i) 120 days after the receipt of the Phase I assessments, terminate this Agreement; or (ii) confirm in writing to the receipt Company that no more than One Million Dollars ($1,000,000) of all consents the Remediation Cost shall be taken into account in calculating the Adjusted Book Value, and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodsany amount in excess shall be ignored in making that calculation.

Environmental Investigation. (a) Heritage MAF shall engage an a mutually acceptable environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage Bancorp and any Heritage Subsidiary First Federal and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences)Bancorp. The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally paid by Acquiror and HeritageMAF. The consultant shall complete and deliver the Phase I assessments not later than 60 sixty (60) days after the date of this Agreement. If any environmental conditions are found, suspected, found or suspected or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage Bancorp set forth herein without regard to any exceptions that may be contained in Heritage's Schedulesthe Bancorp Disclosure Schedule, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation remediation, or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by HeritageMAF), all work plans for any post-Phase I assessments or remediation, remediation and any removal or remediation actions that may be performed, performed shall be mutually satisfactory to Acquiror MAF and HeritageBancorp. If such the work plans or removal or remediation actions would cost more than $3,000,000 100,000 (individually or in the aggregate on a tax affected basisaggregate) to complete, Acquiror MAF and Heritage Bancorp shall discuss a mutually acceptable modification of this Agreement. Acquiror MAF and Heritage Bancorp shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), 500,000 then Acquiror MAF may terminate abandon this Agreement by the earlier to occur of (i) as soon as possible but in no event more than 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.

Environmental Investigation. (a) Heritage To Seller’s Knowledge after due inquiry, Seller does not have copies of any Phase I Environmental Assessments related to the Real Property in Seller’s possession. Buyer shall engage be permitted to obtain Phase I Environmental Assessments (including an environmental consultant acceptable to Acquiror asbestos survey) performed on the Real Property (the “Phase I Assessments”). Buyer acknowledges that Buyer has the right and opportunity to conduct a preliminary ("Phase I") environmental assessment of each such additional inspections and reviews of the parcels Real Property and that Buyer is not purchasing the Real Property in reliance upon any representations or warranties of real estate used in the operation any kind whatsoever made by Seller (or any representatives, agents or employees of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary Seller), except those made pursuant to this Agreement. (other than single family residences). The fees and expenses of the consultant with respect b) If Buyer elects to the perform Phase I assessments Assessments, Buyer shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 within thirty (30) days after from the date of this Agreement. If , or if thirty (30) days is not practicable, the customary amount of time required (but in no event longer than sixty (60) days from the date of this Agreement) to, (i) complete all such environmental surveys of the Real Property that Buyer wishes to conduct, (ii) furnish to Seller a copy of all reports received by Buyer with respect to any environmental conditions are found, suspected, or would tend to be indicated by the report surveys of the consultant which may be contrary to Real Property conducted by or on behalf of Buyer (the representations and warranties of Heritage set forth herein without regard to any exceptions that may be “Buyer’s Assessment”), (iii) make a determination (as shown by reliable estimates contained in Heritage's Schedules, then the parties shall obtain from one Buyer’s Assessment or more mutually acceptable consultants or contractors, as appropriate, an estimate by competitive bid) of the costs to remediate any Hazardous Materials (as defined herein) (the “Estimated Costs”), and (iv) provide notice to Seller of the Estimated Costs. The date by which all of the events in the preceding sentence shall have occurred is hereinafter referred to as the “Environmental Determination Date.” All Phase I Assessments and any additional assessments shall be conducted at Buyer’s sole cost and expense, and Seller shall reasonably cooperate in the performance of any further environmental investigationsuch assessments, samplingprovided that Buyer shall (i) conduct such assessments at a mutually agreeable date and time after at least two (2) Business Days prior notice to Seller by Buyer, analysis, remediation or other follow-up work that may be necessary to address those conditions and (ii) accomplish such assessments in accordance a manner compliant with all applicable laws and regulations. (b) Upon receipt intended to minimize disruption to the operations of the estimate of Branch. Should Buyer encounter any Hazardous Material during the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action any inspection, investigation, test and/or study, Buyer shall notify Seller promptly and discontinue any further testing for the presence of existing Hazardous Material pending further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by Heritage), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such work plans or removal or remediation actions would cost more than $3,000,000 (individually or in the aggregate on a tax affected basis) to complete, Acquiror and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plansdiscussions with Seller. (c) If Buyer’s Phase I Assessments reflect the parties are unable to agree upon a course actual presence of action for further investigation any Hazardous Material on, under or within the Real Property that requires remediation under any Environmental Law, and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to is possible, then Buyer may terminate this Agreement, and by delivering written notice to the condition or issue is not one Seller within fifteen (15) days after the Environmental Determination Date unless, within a period of five (5) Business Days after receipt of such written notice, Seller agrees in writing to be responsible for which it can be determined the amount of money estimated to a reasonable degree of certainty that remediate the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantifiedHazardous Material, in good faith, and limited which instance Buyer’s option to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier pursuant to occur of (i) 120 days after the receipt of the Phase I assessmentsthis Section 2.6 shall not apply. If Buyer fails to provide such notice within such time period, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required Buyer shall be deemed to consummate the Merger and the expiration of all statutory waiting periodshave waived its right to terminate this Agreement pursuant to this Section 2.6.

Environmental Investigation. (a) Heritage Buyer shall engage or caused to be engaged an environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage Company and any Heritage Company Subsidiary and any other real estate owned by Heritage Company or a Heritage Subsidiary (other than single family residences)any Company Subsidiary. The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally paid by Acquiror and HeritageCompany. The consultant shall complete and deliver the Phase I assessments not later than 60 forty-five (45) days after the date of this Agreement. If in the reasonable opinion of Buyer any material adverse environmental conditions are found, suspected, or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard to any exceptions that may be contained in Heritage's Schedulesconsultant, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation remediation, or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by HeritageCompany), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror Buyer and HeritageCompany. If such the work plans or removal or remediation actions would cost more than $3,000,000 1,000,000 (individually or in the aggregate on a tax affected basisaggregate) to complete, Acquiror Buyer and Heritage Company shall discuss a mutually acceptable modification of this Agreement. Acquiror Buyer and Heritage Company shall cooperate in the review, approval approval, and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and Buyer, its Subsidiaries Subsidiaries, Company or any Company Subsidiary would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis)1,000,000, then Acquiror Buyer may terminate abandon this Agreement by the earlier to occur of (i) 120 sixty (60) days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.

Environmental Investigation. (a) Heritage shall Purchaser may engage an a mutually acceptable environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of owned real estate used in the operation of the businesses of Heritage and the Company, the Bank or any Heritage Company Subsidiary or Tax Subsidiary and any other real estate owned by Heritage the Company, the Bank or a Heritage any Company Subsidiary (other than single family residences)or Tax Subsidiary. The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally paid by Acquiror and HeritagePurchaser or Mid America. The Company shall fully cooperate with Purchaser to provide the consultant reasonable access to the premises under assessment. The consultant shall complete and deliver the Phase I assessments not later than 60 sixty (60) days after the date of this Agreement. If any environmental conditions are found, suspected, found or suspected or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage the Company set forth herein herein, without regard to any knowledge qualifiers or exceptions that may be contained in Heritage's Schedulesthe Company Disclosure Schedule, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation remediation, or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon mutually determine a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by HeritagePurchaser), all work plans for any post-Phase I assessments or remediation, remediation and any removal or remediation actions that may be performed, performed shall be mutually satisfactory to Acquiror Purchaser subject to the consent of the Company (such consent not to be unreasonably withheld). The Company shall act promptly to complete, at its cost, all work plans for any post-Phase I assessments or remediation and Heritageany removal or remediation actions. If such the work plans or removal or remediation actions would cost more than $3,000,000 500,000 (individually or in the aggregate on a tax affected basisaggregate) to complete, Acquiror Purchaser and Heritage shall discuss a mutually acceptable modification the Company agree that the cost of this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation , removal and remediation actions shall be deducted from the cash portion of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreementthe aggregate Merger Consideration due under the Agreement and each component of the Merger Consideration, and the condition or issue is not one for which it can Cash Conversion Number and Stock Conversion Number, shall be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier to occur of (i) 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodsadjusted proportionately.

Environmental Investigation. (a) Heritage Purchaser shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of owned real estate used in the operation of the businesses of Heritage the Company and any Heritage Subsidiary the Company Subsidiaries and any other real estate owned by Heritage the Company or a Heritage any Company Subsidiary (other than single family residences)or any Tax Subsidiary. The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally paid by Acquiror and HeritagePurchaser. The Company shall fully cooperate with Purchaser to provide the consultant reasonable access to the premises under assessment. The consultant shall complete and deliver the Phase I assessments not later than 60 sixty (60) days after the date of this Agreement. If any environmental conditions are found, suspected, found or suspected or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage the Company set forth herein without regard to any exceptions that may be contained in Heritage's Schedulesthe Company Disclosure Schedule, then Purchaser shall cause copies of the consultant reports to be furnished to the Company, and the parties shall then obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation remediation, or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by HeritagePurchaser), all work plans for any post-Phase I assessments or remediation, remediation and any removal or remediation actions that may be performed, performed shall be mutually satisfactory to Acquiror Purchaser and Heritagethe Company. If such the work plans or removal or remediation actions would are estimated to cost more than $3,000,000 100,000 (individually or in the aggregate on a tax affected basisaggregate) to complete, Acquiror Purchaser and Heritage the Company shall discuss a mutually acceptable modification of this Agreement. Acquiror Purchaser and Heritage the Company shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries Corporation, Purchaser, Mid America or any affiliate would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), 500,000 then Acquiror Purchaser may terminate abandon this Agreement by the earlier to occur of (i) as soon as possible but in no event more than 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.

Environmental Investigation. (a) Heritage shall engage Landmark may, in its reasonable discretion, within forty-five (45) Business Days of the Agreement Date, request First Manhattan to provide at Landmark’s expense a Phase I environmental site assessment (the “Phase I Report”) conducted by an environmental independent professional consultant reasonably acceptable to Acquiror Landmark to conduct a preliminary ("Phase I") environmental assessment determine if any First Manhattan Real Estate contains or gives evidence that any violations of each of the parcels of real estate used in the operation of the businesses of Heritage and Environmental Laws have occurred on any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences)such property. The fees Phase I Report shall be delivered to First Manhattan and expenses of Landmark promptly upon its completion. If the Phase I Report discloses any “Recognized Environmental Conditions” (as that term is defined in Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, ASTM E 1527-00), then Landmark may request First Manhattan to provide at First Manhattan’s expense, a Phase II environmental site assessment (the “Phase II Report”) conducted by an independent professional consultant who may be the same consultant who conducted the Phase I Report and who will be reasonably acceptable to Landmark, with respect to the Phase I assessments shall be shared equally by Acquiror and Heritageany affected property having a Recognized Environmental Condition. The consultant Phase II Report shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement. If any environmental conditions are found, suspected, or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard to any exceptions that may be contained in Heritage's Schedules, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, contain an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those conditions Recognized Environmental Conditions in accordance with applicable laws and regulations. (b) Upon receipt of . If either party, in good faith, disputes the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conductedsuch costs, the parties to this Agreement shall attempt cooperate in good faith to agree upon review and confirm the validity of such estimate with a course of action view towards adjusting (if reasonably necessary) such cost estimate. The estimated total cost for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by Heritage), completing all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such necessary work plans or removal or remediation actions would cost more than $3,000,000 (individually or in as may be adjusted pursuant to the aggregate on a tax affected basispreceding sentence) is referred to complete, Acquiror collectively as the “Remediation Cost.” The Phase II Report shall be delivered to First Manhattan and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans.Landmark promptly upon its completion (cb) If the parties are unable Landmark will not report to agree upon a course of action for further investigation and remediation of an environmental condition any one or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner more of the property involved can be quantifiedEnvironmental Agencies (as defined in Section 4.22) the findings, in good faithconclusions, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier to occur of (i) 120 days after the receipt of opinions or other information from the Phase I assessmentsor II Reports without First Manhattan’s prior written consent. If activity connected with a Phase I or II Report may interfere with normal business operations of any First Manhattan Real Estate, including the access to and activities of First Manhattan’s employees or customers (ii) the receipt of all consents and approvals of government regulatory authorities as legally required “Interfering Activity”), the consultant proposing such activity shall describe the activity, in writing, to consummate the Merger and the expiration of all statutory waiting periods.Xxxxxxx X.

Environmental Investigation. (a) Heritage First Midwest shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage SparBank and any Heritage SparBank Subsidiary and any other real estate owned by Heritage SparBank or a Heritage any SparBank Subsidiary (other than single family residencesincluding OREO). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared paid equally by Acquiror First Midwest and HeritageSparBank. The consultant shall complete and deliver the Phase I assessments not later than 60 sixty (60) days after the date of this Agreement. If any environmental conditions are found, suspected, or would tend to be indicated by the report of the consultant which consultant, regardless of whether they may be contrary to the representations and warranties of Heritage SparBank set forth herein without regard to any exceptions that may be contained in Heritage's Schedulesthe Disclosure Schedule of SparBank, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation remediation, or other follow-up work that may be necessary to address those conditions in accordance comply with applicable laws and regulationsregulations ("Required Follow- up Work"). (b) Upon receipt of the estimate of the costs of all follow-Required Follow- up work to the Phase I assessments or any subsequent investigation phases that may be conductedWork, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultantsuch Required Follow-up Work. All post-post- Phase I investigations or assessments (the cost of which shall be paid equally by Heritagethe parties), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror First Midwest and HeritageSparBank. If such work plans or removal or remediation actions the Required Follow-up Work would cost more than $3,000,000 1,000,000 (individually or in the aggregate on a tax affected basisaggregate) to complete, Acquiror First Midwest and Heritage SparBank shall discuss a mutually acceptable modification of this Agreement. Acquiror First Midwest and Heritage SparBank shall cooperate in the review, approval approval, and implementation of all work plansRequired Follow-up Work. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment the Required Follow-up Work and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation First Midwest and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis)1,000,000, then Acquiror First Midwest may terminate abandon this Agreement by the earlier to occur of (i) 120 one hundred twenty (120) days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.

Environmental Investigation. (a) Heritage shall Buyer may, at its own option and expense, engage an environmental consultant acceptable to Acquiror consultants to conduct a preliminary ("“Phase I"”) environmental assessment of each of the parcels any parcel of real estate owned and used in the operation of the businesses of Heritage and any Heritage Subsidiary Bank’s business and any other real estate owned by Heritage or owned. Bank shall provide reasonable assistance, including site access, to such a Heritage Subsidiary (other than single family residences)consultant for purposes of conducting the Phase I assessments. The fees and expenses of the a consultant with respect to the Phase I assessments shall be shared equally paid by Acquiror and HeritageBuyer. The consultant shall complete and deliver the If there are any facts or conditions identified in a Phase I assessments not later than 60 days after assessment or in any other reports or other documents disclosed by Seller that Buyer reasonably believes could pose a current or future risk of liability to Buyer or the date of this Agreement. If any environmental conditions are found, suspected, or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard to any exceptions that may be contained in Heritage's SchedulesBank (an “Environmental Risk”), then Buyer shall identify the parties Environmental Risk to Seller in writing. Buyer shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation remediation, corrective measure or other follow-up work that may be necessary to address those conditions the Environmental Risk in accordance with applicable laws and regulationsEnvironmental Laws (the “Remediation Estimate”). Buyer shall forward copies of any such estimates to Seller upon receipt. (b) Upon receipt If an Environmental Risk is identified, then Seller shall either agree in writing to reimburse Buyer for the actual cost of the estimate of the costs of all any further environmental investigation, sampling, analysis, remediation, corrective measure or other follow-up work recommended by Buyer’s environmental consultant (regardless of whether such expense is incurred before or after the Closing Date) up to but not in excess of $100,000, or, if Seller shall fail to so agree, Buyer may terminate this Agreement by providing written notice of termination to Seller within ten (10) Business Days of receipt from Seller of Seller’s decision not to make the Phase I assessments reimbursement contemplated hereby. (c) If the investigation, sampling, analysis, remediation or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that other corrective measures would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by Heritage), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such work plans or removal or remediation actions would cost require more than $3,000,000 (individually or in the aggregate on a tax affected basis) 100,000 to complete, Acquiror Buyer and Heritage Seller shall discuss a mutually acceptable modification of to this Stock Purchase Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans. (cd) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Stock Purchase Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries Buyer would be subject as owner or operator of the property involved can be quantified, in good faith, quantified and limited to an amount less than $3,000,000 (on a tax affected basis)100,000, then Acquiror Buyer may terminate abandon this Stock Purchase Agreement by the earlier pursuant to occur of Section 7.1(d) (i) 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodsTermination).

Environmental Investigation. (a) Heritage Buyer shall have the option to engage an environmental consultant acceptable to Acquiror to conduct a preliminary ("“Phase I"”) environmental assessment of each of the parcels of real estate used in the operation of the businesses business of Heritage and any Heritage Melling Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences)xx Xxxxxxx. The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally paid by Acquiror and HeritageBuyer. The consultant shall complete and deliver the Phase I assessments not later than 60 thirty (30) days after the date of this Agreement. If any environmental conditions are found, suspected, or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage Melling Subsidiary and Melling set forth herein without regard to any exceptions that may be contained in Heritage's Schedulesthe Joint Disclosure Schedule of Melling and Melling Subsidiary, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation remediation, or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase phase I investigations or assessments (the cost of which shall be paid by HeritageBuyer), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror Melling and HeritageBuyer. If such the work plans or removal or remediation actions would cost more than $3,000,000 500,000 (individually or in the aggregate on a tax affected basisaggregate) to complete, Acquiror Melling and Heritage Buyer shall discuss a mutually acceptable modification of this Agreement. Acquiror Melling and Heritage Buyer shall cooperate in the review, approval approval, and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries Buyer xx Xxxxxxx would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis)500,000, then Acquiror Buyer may terminate abandon this Agreement by the earlier to occur of (i) 120 sixty (60) days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger Acquisition and the expiration of all statutory waiting periods.

Environmental Investigation. (a) Heritage shall Buyer may, at its election, engage an a mutually acceptable environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") I environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage Bancorp and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences)Bancorp Bank. The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally paid by Acquiror and HeritageBuyer. The consultant shall complete and deliver the Phase I assessments not later than 60 sixty (60) days after the date of this Agreement. If any environmental conditions are found, suspected, found or suspected or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage Bancorp set forth herein without regard to any exceptions that may be contained in Heritage's Schedulesthe Bancorp Disclosure Schedule, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation remediation, or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by HeritageBuyer), all work plans for any post-Phase I assessments or remediation, remediation and any removal or remediation actions that may be performed, performed shall be mutually satisfactory to Acquiror Buyer and HeritageBancorp. If such the work plans or removal or remediation actions would cost more than $3,000,000 250,000 (individually or in the aggregate on a tax affected basisaggregate) to complete, Acquiror Buyer and Heritage Bancorp shall discuss a mutually acceptable modification of this Agreement. Acquiror Buyer and Heritage Bancorp shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which Buyer and the Surviving Corporation and its Buyer Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis)500,000, then Acquiror Buyer may terminate abandon this Agreement by the earlier to occur of (i) as soon as possible but in no event more than 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.

Environmental Investigation. (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary may, in its discretion, within thirty ("Phase I"30) environmental assessment Business Days of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement, require the Company to provide at Acquiror’s expense a Phase 1 environmental site assessment for each parcel of real property in which the Company or the Bank holds any interest (each a “Phase 1 Report”) conducted by an independent professional consultant reasonably acceptable to Acquiror to determine if any real property in which the Company or the Bank holds any interest contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If a Phase 1 Report discloses any adverse environmental conditions are found, suspectedconditions, or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard to any exceptions that may be contained in Heritage's Schedulesreports a reasonable suspicion thereof, then the parties Company shall promptly obtain from one or more mutually acceptable consultants or contractors, as appropriate, a Phase 2 environmental report with respect to any affected property which report shall contain an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws Legal Requirements (each a “Phase 2 Report,” and regulationscollectively referred to with the associated Phase 1 Report, an “Environmental Report”). Acquiror shall have no duty to act upon any information produced by an Environmental Report for the benefit of the Company, the Bank or any other Person, but shall provide such information to the Company as soon as practicable after such information becomes available to Acquiror. Any Environmental Reports obtained at the Company’s expense shall be the property of the Company and shall be held in confidence in accordance with Section 13.7. (b) Upon receipt of the estimate of the costs of all follow-up work to an Environmental Report, Acquiror and the Phase I assessments or any subsequent investigation phases that may be conducted, the parties Company shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultantan Environmental Report. All post-Phase I investigations or assessments (the The estimated total cost of which shall be paid by Heritage), for completing all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such necessary work plans or removal or remediation actions would cost more than $3,000,000 (individually or in is referred to collectively as the aggregate on a tax affected basis) to complete, Acquiror and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans“Remediation Cost. (c) ” If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than Remediation Cost exceeds One Hundred Thousand Dollars ($3,000,000 (on a tax affected basis100,000), then this Agreement may be terminated by either the Company or Acquiror in such party’s sole discretion; provided, however, that Company may not terminate this Agreement pursuant hereto if Acquiror agrees to waive the inclusion of any Remediation Cost in excess of One Hundred Thousand Dollars ($100,000) in computing the Adjusted Book Value. In any event, the Remediation Cost shall be taken into account when computing the Adjusted Book Value (after taking into account any waiver made by the earlier to occur of (i) 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodsAcquiror).

Environmental Investigation. (a) Heritage shall engage The Company has heretofore engaged an environmental consultant acceptable to Acquiror RLBI to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of owned real estate used in the operation of the businesses of Heritage RLBI and any Heritage Subsidiary the Bank and any other real estate owned by Heritage either of them, or a Heritage Subsidiary (other than single family residenceswith respect to any real property identified in Schedule 5.02(p). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally paid by Acquiror and Heritagethe Company. RLBI shall fully cooperate with the Company to provide the consultant reasonable access to the premises under assessment. The consultant shall complete Company acknowledges that with regard to any such real property not currently owned or operated by RLBI or the Bank that the Company is obligated to make any and deliver the Phase I assessments not later than 60 days after the date of this Agreementall arrangements concerning its environmental due diligence. If any environmental conditions are found, suspected, found or reasonably suspected or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage RLBI set forth herein without regard to any knowledge qualifiers or exceptions that may be contained in Heritage's Schedulesthe Disclosure Schedule, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation remediation, or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. The costs, if any, of estimates from such consultants or contractors shall be borne by the Company. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments obtained pursuant to Section 6.20(a) or any subsequent investigation phases that may be conductedconducted on the properties for which any such Phase I assessment was obtained, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All such post-Phase I investigations or assessments (the cost of which shall be paid by Heritagethe Company), all work plans for any such post-Phase I assessments or remediation, remediation and any removal or remediation actions that may be performed, performed shall be mutually satisfactory to Acquiror the Company and HeritageRLBI. If such work plans or removal or remediation actions would cost more than $3,000,000 (individually or Except for the real property identified in the aggregate on a tax affected basis) to complete, Acquiror and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier to occur of (i) 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.Schedule

Environmental Investigation. (a) Heritage shall engage an Acquiror may, in its discretion, require Company to order, at Acquiror’s expense, a Phase I environmental consultant acceptable site assessment complying with the ASTM E1527-13 standard to be delivered only to Acquiror to conduct a preliminary within forty-five ("Phase I"45) environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this AgreementAgreement for each parcel of real property in which Company or any of its Subsidiaries holds an interest (each a “Phase I Report”), conducted by an independent professional consultant reasonably acceptable to Acquiror to determine if any real property in which Company or any of its Subsidiaries holds any interest contains or gives evidence of any adverse environmental condition or any violations of Environmental Laws on any such property. If a Phase I Report discloses any violations, adverse environmental conditions, or recognized environmental conditions are found, suspectedas defined by the applicable ASTM E1527-13 standard or reports a reasonable suspicion thereof, or would tend to be indicated by associated “business environmental risk” under the applicable ASTM E1527-13 standard, then Acquiror may promptly obtain, at Company’s expense, a Phase II environmental report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard with respect to any exceptions that may be contained in Heritage's Schedules, then the parties affected property which report shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, contain an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those violations or conditions in accordance with applicable laws Legal Requirements (each a “Phase II Report,” and regulationscollectively referred to with the associated Phase I Report, an “Environmental Report”). Acquiror shall have no duty to act upon any information produced by an Environmental Report for the benefit of Company or any of its Subsidiaries or any other Person, but shall provide such information to Company upon Company’s request. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conductedan Environmental Report, the parties Acquiror and Company shall attempt to agree upon a course of action for further investigation and remediation of any adverse environmental condition or violation suspected, found to exist, or that would tend to be indicated by the report of the consultantan Environmental Report. All post-Phase I investigations or assessments (the The estimated total cost of which shall be paid by Heritage), for completing all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such necessary work plans or removal or remediation actions would cost more than $3,000,000 (individually or in is referred to collectively as the “Remediation Cost.” If the aggregate on a tax affected basis) to completeRemediation Cost for the total parcels of property in which Company or its Subsidiaries holds an interest exceeds $1,000,000, either Acquiror and Heritage shall discuss a mutually acceptable modification of or Company may, at its sole option, terminate this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans. (c) If The provisions of this Section 6.15 are not applicable to the parties are unable to agree upon a course OREO of action for further investigation and remediation of an environmental condition Company or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreementany Company Subsidiary, and are applicable only to properties used in the condition or issue is not one for which it can be determined to a reasonable degree business operations of certainty that the risk Company and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier to occur of (i) 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodseach Company Subsidiary.

Environmental Investigation. (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary may, in its discretion, within forty-five ("Phase I"45) environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement, require the Company to provide or order, at the Company’s expense, a Phase I environmental site assessment to be delivered only to Acquiror for each parcel of real property in which the Company or any of its Subsidiaries holds an interest (each a “Phase I Report”), conducted by an independent professional consultant reasonably acceptable to Acquiror to determine if any real property in which the Company or any of its Subsidiaries holds any interest contains or gives evidence of any adverse environmental condition or any violations of Environmental Laws on any such property. If a Phase I Report discloses any violations or adverse environmental conditions are found, suspectedconditions, or would tend to be indicated by the reports a reasonable suspicion thereof, then Acquiror may promptly obtain, at Acquiror’s expense, a Phase II environmental report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard with respect to any exceptions that may be contained in Heritage's Schedules, then the parties affected property which report shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, contain an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those violations or conditions in accordance with applicable laws Legal Requirements (each a “Phase II Report,” and regulationscollectively referred to with the associated Phase I Report, an “Environmental Report”). Acquiror shall have no duty to act upon any information produced by an Environmental Report for the benefit of the Company or any of its Subsidiaries or any other Person, but shall provide such information to the Company upon the Company’s request. (b) Upon receipt of the estimate of the costs of all follow-up work to an Environmental Report, Acquiror and the Phase I assessments or any subsequent investigation phases that may be conducted, the parties Company shall attempt to agree upon a course of action for further investigation and remediation of any adverse environmental condition or violation suspected, found to exist, or that would tend to be indicated by the report of the consultantan Environmental Report. All post-Phase I investigations or assessments (the The estimated total cost of which shall be paid by Heritage), for completing all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such necessary work plans or removal or remediation actions would cost is referred to collectively as the “Remediation Cost.” If the aggregate Remediation Cost for the total parcels of property in which the Company or its Subsidiaries holds an interest exceeds $500,000, Acquiror may, at its sole option, terminate this Agreement; provided, however, that if the Remediation Cost is more than $3,000,000 (individually 500,000 and the Company or in the aggregate on a tax affected basis) to completeBank agree pay or accrue all of the Remediation Cost before the Effective Time, Acquiror and Heritage shall discuss a mutually acceptable modification of not have the right to terminate this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course aggregate Remediation Cost for the total parcels of action for further investigation and remediation of property in which the Company or its Subsidiaries holds an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to interest is less than $500,000, Acquiror may not terminate this Agreement, and Company or the condition Bank will pay or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner accrue all of the property involved can Remediation Costs before the Effective Time. Any accrual of the Remediation Cost shall be quantifiedaccrued, in good faithon an after-tax basis, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier Company prior to occur of (i) 120 days after Closing and reflected on the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodsClosing Balance Sheet.

Environmental Investigation. (a) Heritage shall Purchaser may, at its election, engage an a mutually acceptable environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") I environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage Bancshares and any Heritage Subsidiary Seller Bank and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences)Bancshares Properties. The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally paid by Acquiror and HeritagePurchaser. The consultant shall complete and deliver the Phase I assessments not later than 60 sixty (60) days after the date of this Agreement. If any environmental conditions are found, suspected, found or suspected or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage Bancshares set forth herein without regard to any exceptions that may be contained in Heritage's Schedulesthe Bancshares Disclosure Schedule, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation remediation, or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by HeritagePurchaser), all work plans for any post-Phase I assessments or remediation, remediation and any removal or remediation actions that may be performed, performed shall be mutually satisfactory to Acquiror Purchaser and HeritageBancshares. If such the work plans or removal or remediation actions would cost more than $3,000,000 200,000 (individually or in the aggregate on a tax affected basisaggregate) to complete, Acquiror Purchaser and Heritage Bancshares shall discuss a mutually acceptable modification of this Agreement. Acquiror Purchaser and Heritage Bancshares shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which Purchaser and the Surviving Corporation and its Purchaser Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis)400,000, then Acquiror Purchaser may terminate abandon this Agreement by the earlier to occur of (i) as soon as possible but in no event more than 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.

Environmental Investigation. Within forty-five (a45) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement. If any environmental conditions are found, suspectedBuyer may, or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard to any exceptions that may be contained in Heritage's Schedulesat its expense, then the parties shall obtain from conduct one or more mutually acceptable consultants or contractors, as appropriate, an estimate Phase I environmental assessments of the cost Real Property; provided, however, that Buyer's activities hereunder will not damage the Real Property, disrupt any business operations on the Real Property, or endanger, or otherwise constitute a nuisance to, persons or property in the vicinity of any further the Real Property. Buyer's access to, and assessment of, the Real Property shall be at Buyer's sole risk and expense and Seller shall have no responsibility therefor. All reports regarding such Phase I environmental investigationassessments will be provided to Seller and will contain a statement that each report was prepared for the benefit of, sampling, analysis, remediation or other follow-up work that and may be necessary to address those conditions in accordance with applicable laws relied upon by, Seller and regulations. (b) Upon receipt Buyer. Buyer shall not, without the prior written consent of Seller, conduct any environmental test of the estimate soil, groundwater or ambient air at or under any Real Property and, in the event Seller grants the consent to any such test, any report regarding such test will be provided to Seller and will contain a statement that the report was prepared for the benefit of, and may be relied upon by, Seller and Buyer. Such inspections will be conducted so as not to unreasonably interfere with the use of the costs of all follow-up work Real Property by Seller. Buyer agrees to immediately repair any loss or damage to the Phase I assessments Real Property caused by the acts or omissions of Buyer in connection with such inspection of the Real Property. Buyer shall indemnify and hold Seller harmless from and against any and all liability, loss, damage, cost or expense (including court costs and reasonable attorneys and expert/consulting fees), of whatever nature and by whomever asserted, arising out of, resulting from or in any way connected with the acts or omissions of Buyer and/or Buyer's Agents in connection with their access to and inspection of the Real Property under this Section 4.7. Notwithstanding anything to the contrary in this Agreement, such obligations to repair and to indemnify shall survive the Closing or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by Heritage), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such work plans or removal or remediation actions would cost more than $3,000,000 (individually or in the aggregate on a tax affected basis) to complete, Acquiror and Heritage shall discuss a mutually acceptable modification termination of this Agreement. Acquiror and Heritage shall cooperate in If any Phase I assessment discloses a material "recognized environmental condition" within the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner meaning of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 current ASTM Standard for Phase I environmental site assessments (on a tax affected basis"Environmental Problem"), then Acquiror may terminate this Agreement by the earlier to occur of Seller shall have fifteen (i15) 120 days after the from receipt of the Phase I assessment report to cure the Environmental Problem. If Seller is unwilling or unable to cure the Environmental Problem within such fifteen (15) day period, Buyer and Seller shall apply the procedures set forth in Section 4.10. Seller hereby authorizes Buyer to conduct the Phase I environmental assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodsdescribed above; provided that Buyer shall coordinate such Phase I environmental assessments in advance with Seller.

Environmental Investigation. (a) Heritage shall engage As soon as reasonably practicable after the date hereof, the Buyer may engage, or cause to be engaged, at its own cost and expense, an environmental consultant acceptable to Acquiror to conduct a preliminary environmental assessment ("Phase I") environmental assessment of each any Company Real Property the Buyer deems appropriate or desirable (such determination to be made by the Buyer in its sole discretion) to, among other things, investigate the possible presence of an Environmental Condition, including the parcels presence of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). Hazardous Substance.57 The fees and expenses of the consultant with respect to any Phase I shall be paid by the Buyer. With respect to each Company Real Property on which a Phase I is performed, the Buyer shall a have a period of ten (10) Business Days from its receipt of the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the report (each, a "Phase I assessments not later than 60 days after Review Period") in which to review and examine such Phase I report and, if, in the date reasonable opinion of this Agreement. If the Buyer, any environmental conditions are Environmental Condition is found, suspected, suspected or would tend tends to be indicated by the report of the consultant which may be contrary such Phase I report, to deliver to the representations Company, at the Buyer's election, notice of such Environmental Condition in writing (each, a "Phase I Notice"). Upon the Company's receipt of a Phase I Notice, the Company shall promptly engage, or cause to be engaged, at its own cost and warranties of Heritage set forth herein without regard to any exceptions that may be contained in Heritage's Schedulesexpense, then the parties shall obtain from one or more environmental consultants or contractors (mutually acceptable consultants or contractorsto the parties), as appropriate, an estimate to perform a physical examination and investigation of the cost Environmental Condition listed on the Phase I Notice (each, a "Phase II"). The fees and expenses of the consultant or contractor with respect to any Phase II shall be paid by the Company. The subject, scope, manner and method of any further environmental investigationPhase II will be subject to the Buyer's prior review and reasonable approval. At all times the Buyer shall have access to all field data, samplinganalytical data and analytical results obtained or generated in connection with a Phase II. Upon the Company's receipt of a final written report with respect to a Phase II, analysisthe Company shall promptly deliver to the Buyer a copy of such Phase II report and all written reports, remediation analytical data, correspondence, notices or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulationsmaterials relating thereto (collectively, each a "Phase II Report"). (b) Upon receipt In the event any Phase II Report confirms the presence of an Environmental Condition with respect to the relevant Company Real Property, the Company shall promptly obtain (but in any case within a reasonable time prior to the Closing Date), at its own cost and expense, from one or more environmental consultants or contractors (mutually acceptable to the parties), as appropriate, a good faith estimate (reasonably acceptable to the parties) of the estimate cost and expense necessary in order to remediate, cleanup, xxxxx and restore such Environmental Condition (a "Remediation Estimate"). The Company shall cause all Remediation Estimates to be updated, as needed, through the Closing Date. If the sum of all Remediation Estimates, in the aggregate, is greater than $500,000 but less than or equal to $3,750,000, then, immediately prior to the Closing, an amount equal to one-half of the costs amount of all follow-Remediation Estimates, in the aggregate, in excess of $500,000 up work to $3,750,000 shall be deducted from the Aggregate Merger Consideration. If the sum of all Remediation Estimates, in the aggregate, is greater than $3,750,000 but less than or equal to $7,000,000, then immediately prior to the Phase I assessments or any subsequent investigation phases that may be conductedClosing, in addition to the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend amount required to be indicated by deducted from the report Aggregate Merger Consideration pursuant to the immediately preceding sentence, an amount equal to the entire amount of the consultant. All post-Phase I investigations or assessments (Remediation Estimates, in the cost aggregate, in excess of which $3,750,000 up to $7,000,000 shall be paid by Heritage), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such work plans or removal or remediation actions would cost more than $3,000,000 (individually or in deducted from the aggregate on a tax affected basis) to complete, Acquiror and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plansAggregate Merger Consideration. (c) If Notwithstanding anything else herein to the parties are unable to agree upon a course contrary, if the amount of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantifiedall Remediation Estimates, in good faiththe aggregate, and limited to an amount less is greater than $3,000,000 (on a tax affected basis)7,000,000, then Acquiror either the Buyer or the Company may terminate this Agreement; provided, however, the Company shall not be entitled to terminate this Agreement by under this Section 6.03(c) if the earlier Buyer agrees in writing to occur of (i) 120 days after limit the receipt adjustment of the Phase I assessments, or (iiAggregate Merger Consideration pursuant to Section 6.03(b) the receipt of all consents and approvals of government regulatory authorities as legally required hereof to consummate the Merger and the expiration of all statutory waiting periods$4,875,000.

Environmental Investigation. (a) Heritage shall Following the date hereof, Purchaser may engage an environmental consultant acceptable to Acquiror the Company to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of owned real estate used in the operation of the businesses of Heritage the Company and any Heritage Subsidiary the Bank and any other real estate owned by Heritage or a Heritage Subsidiary (the Company, other than single family residences)the parcel located at 5455 W. Belmont Avenue, Chicago, Illinois. The fees and expenses of the consultant with respect to the Phase xxx xxxxxxxxxx xxxx xxxxxxx xx xxx Xxxxx I assessments shall be shared equally paid by Acquiror and HeritagePurchaser. The Company shall fully cooperate with Purchaser to provide the consultant reasonable access to the premises under assessment. The consultant shall complete and deliver the Phase I assessments not later than 60 forty-five (45) days after the date of this Agreement. If any environmental conditions are found, suspected, found or suspected or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage the Company set forth herein without regard to any knowledge qualifiers or exceptions that may be contained in Heritage's Schedulesthe Company Disclosure Schedule, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation remediation, or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. The costs, if any, of estimates from such consultants or contractors shall be borne by Purchaser. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments obtained pursuant to Section 5.18(a) or any subsequent investigation phases that may be conductedconducted on the properties for which any such Phase I assessment was obtained, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All such post-Phase I investigations or assessments (the cost of which shall be paid by HeritagePurchaser), all work plans for any such post-Phase I assessments or remediation, remediation and any removal or remediation actions that may be performed, performed shall be mutually satisfactory to Acquiror Purchaser and Heritagethe Company. If such work plans or removal or remediation actions would are estimated to cost more than $3,000,000 100,000 (individually or in the aggregate on a tax affected basisaggregate) to complete, Acquiror Purchaser and Heritage the Company shall discuss in good faith a mutually acceptable modification of this Agreement. Acquiror Purchaser and Heritage the Company shall cooperate in the review, approval and implementation of all such work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment conducted pursuant to this Section 5.18 and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), 500,000 then Acquiror Purchaser may terminate abandon this Agreement by the earlier to occur of (i) as soon as possible but in no event more than 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.

Environmental Investigation. (a) Heritage shall Purchaser may elect to engage an a mutually acceptable environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of owned real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary the Company or the Company Subsidiaries and any other real estate owned by Heritage the Company or a Heritage Subsidiary (other than single family residences)the Company Subsidiaries. The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally paid by Acquiror and HeritagePurchaser. The Company shall fully cooperate with Purchaser to provide the consultant reasonable access to the premises under assessment. The consultant shall complete and deliver the Phase I assessments not later than 60 sixty (60) days after the date of this Agreement. If any environmental conditions are found, suspected, found or suspected or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage the Company set forth herein herein, without regard to any exceptions that may be contained in Heritage's Schedulesknowledge qualifiers, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation remediation, or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, suspected found to exist, or that would tend to be indicated exist by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by HeritagePurchaser), all work plans for any post-Phase I assessments or remediation, remediation and any removal or remediation actions that may be performed, performed shall be mutually satisfactory to Acquiror Purchaser and Heritagethe Company. If such the work plans or removal or remediation actions would are estimated to cost more than $3,000,000 2,250,000 (individually or in the aggregate aggregate) but net of reimbursable expenses or contractual obligations of others to remediate costs and exclusive of anticipated or potential costs related to the matters disclosed on a tax affected basis) Schedule 5.18 to completethe Company Disclosure Schedule, Acquiror and Heritage shall discuss a mutually acceptable modification Purchaser may abandon this Agreement as soon as possible but in no event more than 180 days after the date of this Agreement. Acquiror Purchaser and Heritage the Company shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier to occur of (i) 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.

Environmental Investigation. Upon reasonable advance notice, Buyer and Buyer's representatives may enter, inspect and investigate the Properties, such inspection to be completed prior to Closing. In order to complete such investigation, Buyer or its representative shall have the right but not the obligation: (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct tests (including a preliminary ("Phase I" and/or "Phase II" environmental study) environmental assessment of each of the parcels of real estate used structures, soil, surface or subsurface waters, and air quality at, in, on, beneath or about the Properties, in the operation of the businesses of Heritage and any Heritage Subsidiary a manner consistent with good engineering practice; (b) to inspect all records, reports, permits, applications, monitoring results, studies, correspondence, data and any other real estate owned by Heritage information or a Heritage Subsidiary documents relevant to Hazardous Materials or other environmental conditions; and (c) to inspect all buildings and Tangible Personal Property at the Properties for friable asbestos-containing materials or other than single family residences)Hazardous Materials. The fees and expenses Sellers agree to permit Buyer reasonable access to all portions of the consultant with respect Properties, during regular business hours; provided, however, that any inspection pursuant to the Phase I assessments this provision shall be shared equally commenced by Acquiror Buyer within thirty (30) days of the execution of this Agreement, and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 provided further that within fifteen (15) days after the date receipt by Buyer of any third-party report relating to such investigation, Buyer shall inform Sellers of any issues it believes are relevant to the provisions of this Agreement. If Buyer shall have the right to terminate its obligations under this Agreement without penalty upon written notice to Sellers in the event that Buyer's environmental investigation discloses any environmental conditions are found, suspected, violation of or would tend to be indicated any remedial work required by the report of the consultant which may be contrary any applicable laws to the representations and warranties of Heritage set forth herein without regard to any exceptions that may be contained in Heritage's Schedules, then the parties shall obtain from one Joint Venture or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of Harriscope which shall be paid by Heritage), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such work plans or removal or remediation actions would cost more than in excess of $3,000,000 (individually or 250,000 in the aggregate on a tax affected basisto cure and remediate; provided, however, that the Sellers shall have the right either to take or cause to be taken remedial action as is necessary to eliminate such violation(s) and complete such remedial work so as to completeeliminate any liability which could arise therefrom, Acquiror and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate and, in the reviewevent of such curative and remediative action, approval and implementation of all work plans. (c) If the parties are unable Buyer shall not be entitled to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement pursuant to this sentence. Buyer agrees to keep and hold confidential any and all reports, summaries, studies or results that are the product of its pre-Closing investigations of the Properties, to provide copies of such reports to Sellers within five business days of receipt of any request therefrom, and not to disclose such reports without the written consent of the Sellers or unless required to do so by applicable law or in connection with any legal action. Buyer agrees to notify Sellers prior to initiating a Phase II environmental study. In addition, Buyer shall obtain insurance of at least $1 million as relates to the earlier to occur of (i) 120 days after the receipt conduct of the Phase I assessmentsand/or Phase II environmental study prior to conducting any such study, or (ii) naming as additional insureds such entities as Sellers shall reasonably request and providing Sellers with a copy of the receipt certificate of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodsinsurance relating thereto.

Environmental Investigation. (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary may, in its discretion, within forty-five ("Phase I"45) environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement, require the Company to order, at Acquiror’s expense, a Phase I environmental site assessment to be delivered only to Acquiror for each parcel of real property in which the Company or any of its Subsidiaries holds an interest (each a “Phase I Report”), conducted by an independent professional consultant reasonably acceptable to Acquiror to determine if any real property in which the Company or any of its Subsidiaries holds any interest contains or gives evidence of any adverse environmental condition or any violations of Environmental Laws on any such property. If a Phase I Report discloses any violations or adverse environmental conditions are found, suspectedconditions, or would tend to be indicated by reports a reasonable suspicion thereof, then Acquiror may promptly obtain, at the Acquiror’s expense, a Phase II environmental report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard with respect to any exceptions that may be contained in Heritage's Schedules, then the parties affected property which report shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, contain an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those violations or conditions in accordance with applicable laws Legal Requirements (each a “Phase II Report,” and regulationscollectively referred to with the associated Phase I Report, an “Environmental Report”). Acquiror shall have no duty to act upon any information produced by an Environmental Report for the benefit of the Company or any of its Subsidiaries or any other Person, but shall provide such information to the Company upon the Company’s request. (b) Upon receipt of the estimate of the costs of all follow-up work to an Environmental Report, Acquiror and the Phase I assessments or any subsequent investigation phases that may be conducted, the parties Company shall attempt to agree upon a course of action for further investigation and remediation of any adverse environmental condition or violation suspected, found to exist, or that would tend to be indicated by the report of the consultantan Environmental Report. All post-Phase I investigations or assessments (the The estimated total cost of which shall be paid by Heritage), for completing all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such necessary work plans or removal or remediation actions would cost more than $3,000,000 (individually or in is referred to collectively as the “Remediation Cost.” If the aggregate on a tax affected basis) to completeRemediation Cost for the total parcels of property in which the Company or its Subsidiaries holds an interest exceeds $500,000, Acquiror and Heritage shall discuss a mutually acceptable modification of or the Company may, at its sole option, terminate this Agreement. Acquiror and Heritage In any event, the Remediation Cost shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement accrued by the earlier Company as a Transaction Cost pursuant to occur of (i) 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodsSection 2.4.

Environmental Investigation. (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary may, in its discretion, within thirty ("Phase I"30) environmental assessment Business Days of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement, require Company to order, at Company’s expense, a Phase I environmental site assessment to be delivered only to Acquiror for each parcel of real property in which Company or any of its Subsidiaries holds an interest (each a “Phase I Report”), conducted by an independent professional consultant reasonably acceptable to Acquiror to determine if any real property in which Company or any of its Subsidiaries holds any interest contains or gives evidence of any adverse environmental condition or any violations of Environmental Laws on any such property. If a Phase I Report discloses any violations or adverse environmental conditions are found, suspectedconditions, or would tend to be indicated by the reports a reasonable suspicion thereof, then Acquiror may promptly obtain, at Company’s expense, a Phase II environmental report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard with respect to any exceptions that may be contained in Heritage's Schedules, then the parties affected property which report shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, contain an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those violations or conditions in accordance with applicable laws Legal Requirements (each a “Phase II Report,” and regulationscollectively referred to with the associated Phase I Report, an “Environmental Report”). Acquiror shall have no duty to act upon any information produced by an Environmental Report for the benefit of Company or any of its Subsidiaries or any other Person, but shall provide such information to Company upon Company’s request. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conductedan Environmental Report, the parties Acquiror and Company shall attempt to agree upon a course of action for further investigation and remediation of any adverse environmental condition or violation suspected, found to exist, or that would tend to be indicated by the report of the consultantan Environmental Report. All post-Phase I investigations or assessments (the The estimated total cost of which shall be paid by Heritage), for completing all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such necessary work plans or removal or remediation actions would cost more than $3,000,000 (individually or in is referred to collectively as the “Remediation Cost.” If the aggregate on a tax affected basis) to completeRemediation Cost for the total parcels of property in which Company or its Subsidiaries holds an interest exceeds $500,000, Acquiror and Heritage shall discuss a mutually acceptable modification of may, at its sole option, terminate this Agreement. Acquiror In any event, the Remediation Cost shall be deducted from the Merger Consideration and Heritage any such deduction shall cooperate in be allocated to the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner cash portion of the property involved can Merger Consideration. The Per Share Cash Consideration shall be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier to occur of (i) 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodsreduced accordingly.

Environmental Investigation. (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary may, in its discretion, within forty-five ("Phase I"45) environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement, obtain at Acquiror’s expense, a Phase I environmental site assessment to be delivered only to Acquiror for each parcel of real property in which the Company or any of its Subsidiaries holds an interest (each a “Phase I Report”), conducted by an independent professional consultant reasonably acceptable to Acquiror to determine if any real property in which the Company or any of its Subsidiaries holds any interest contains or gives evidence of any adverse environmental condition or any violations of Environmental Laws on any such property. If a Phase I Report discloses any violations or adverse environmental conditions are found, suspectedconditions, or would tend to be indicated by reports a reasonable suspicion thereof, then Acquiror may promptly obtain, at the Acquiror’s expense, a Phase II environmental report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard with respect to any exceptions that may be contained in Heritage's Schedules, then the parties affected property which report shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, contain an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those violations or conditions in accordance with applicable laws Legal Requirements (each a “Phase II Report,” and regulationscollectively referred to with the associated Phase I Report, an “Environmental Report”). Acquiror shall have no duty to act upon any information produced by an Environmental Report for the benefit of the Company or any of its Subsidiaries or any other Person, but shall provide such information to the Company upon the Company’s request. (b) Upon receipt of the estimate of the costs of all follow-up work to an Environmental Report, Acquiror and the Phase I assessments or any subsequent investigation phases that may be conducted, the parties Company shall attempt to agree upon a course of action for further investigation and remediation of any adverse environmental condition or violation suspected, found to exist, or that would tend to be indicated by the report of the consultantan Environmental Report. All post-Phase I investigations or assessments (the The estimated total cost of which shall be paid by Heritage), for completing all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such necessary work plans or removal or remediation actions would cost more than $3,000,000 (individually or in is referred to collectively as the “Remediation Cost.” If the aggregate on a tax affected basis) to completeRemediation Cost for the total parcels of property in which the Company or its Subsidiaries holds an interest exceeds $500,000, Acquiror and Heritage shall discuss a mutually acceptable modification of or the Company may, at its sole option, terminate this Agreement. Acquiror and Heritage In any event, the Remediation Cost shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement accrued by the earlier Company prior to occur of (i) 120 days after Closing and reflected on the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodsClosing Balance Sheet.

Environmental Investigation. (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary may, in its discretion, within forty-five ("Phase I"45) environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement, require the Company to order, at the Acquiror’s expense, a Phase I environmental site assessment to be delivered only to Acquiror for each parcel of real property in which the Company or any of its Subsidiaries holds an interest (each a “Phase I Report”), conducted by an independent professional consultant reasonably acceptable to Acquiror to determine if any real property in which the Company or any of its Subsidiaries holds any interest contains or gives evidence of any adverse environmental condition or any violations of Environmental Laws on any such property. If a Phase I Report discloses any violations or adverse environmental conditions are found, suspectedconditions, or would tend to be indicated by reports a reasonable suspicion thereof, then Acquiror may promptly obtain, at the Acquiror’s expense, a Phase II environmental report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard with respect to any exceptions that may be contained in Heritage's Schedules, then the parties affected property which report shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, contain an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those violations or conditions in accordance with applicable laws Legal Requirements (each a “Phase II Report,” and regulationscollectively referred to with the associated Phase I Report, an “Environmental Report”). Acquiror shall have no duty to act upon any information produced by an Environmental Report for the benefit of the Company or any of its Subsidiaries or any other Person, but shall provide such information to the Company upon the Company’s request. (b) Upon receipt of the estimate of the costs of all follow-up work to an Environmental Report, Acquiror and the Phase I assessments or any subsequent investigation phases that may be conducted, the parties Company shall attempt to agree upon a course of action for further investigation and remediation of any adverse environmental condition or violation suspected, found to exist, or that would tend to be indicated by the report of the consultantan Environmental Report. All post-Phase I investigations or assessments (the The estimated total cost of which shall be paid by Heritage), for completing all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such necessary work plans or removal or remediation actions would cost is referred to collectively as the “Remediation Cost.” If the aggregate Remediation Cost for the total parcels of property in which the Company or its Subsidiaries holds an interest exceeds $250,000, Acquiror may, at its sole option, terminate this Agreement; provided, however, that if the Remediation Cost is more than $3,000,000 (individually 250,000 and the Company or in the aggregate on a tax affected basis) to completeBank agree pay or accrue all of the Remediation Cost before the Effective Time, Acquiror and Heritage shall discuss a mutually acceptable modification of not have the right to terminate this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course aggregate Remediation Cost for the total parcels of action for further investigation and remediation of property in which the Company or its Subsidiaries holds an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to interest is less than $250,000, Acquiror may not terminate this Agreement, and Company or the condition Bank will pay or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner accrue all of the property involved can Remediation Costs before the Effective Time. Any accrual of the Remediation Cost shall be quantifiedaccrued, in good faithon an after-tax basis, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier Company prior to occur of (i) 120 days after Closing and reflected on the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodsClosing Balance Sheet.

Environmental Investigation. (a) Heritage The Bank shall engage an provide Landmark with copies of any environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage reports it has obtained or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant received with respect to the Real Estate, the Overland Park Property and the Fort Sxxxx Property within five (5) Business Days after the Agreement Date. Landmark, in its discretion, within thirty (30) days after the Agreement Date, shall order, at Landmark’s expense, a Phase I assessments shall be shared equally Environmental Site Assessment conducted by Acquiror and Heritagean independent professional consultant to determine if any Real Estate, the Overland Park Property or the Fort Sxxxx Property contains or gives evidence that any violations of Environmental Laws have occurred on any such property. The consultant shall complete and deliver If the Phase I assessments not later than 60 days after Environmental Site Assessment discloses any "Recognized Environmental Conditions" as defined by ASTM E 1527-05, then Landmark may obtain, at the date of this Agreement. If any Bank’s expense, a Phase II environmental conditions are found, suspected, or would tend to be indicated by the investigation report of the consultant which may be contrary with respect to the representations and warranties Recognized Environmental Conditions or confirmed violations of Heritage set forth herein without regard to any exceptions that may be contained Environmental Laws as described in Heritage's Schedulessuch reports, then the parties which report shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, contain an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary required to address those conditions Recognized Environmental Conditions in accordance with applicable laws and regulations. Environmental Laws. Landmark shall have fifteen (b15) Upon Business Days from the receipt of any such environmental reports to notify the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation Bank of any environmental condition suspected, found to exist, Recognized Environmental Conditions or that would tend to be indicated by the report confirmed violations of the consultantEnvironmental Laws as described in such reports. All post-Phase I investigations or assessments (Should the cost of which shall be paid by Heritage)taking all remedial or other corrective actions and measures with respect to all Real Estate, all work plans for any post-Phase I assessments or remediationthe Overland Park Property and the Fort Sxxxx Property, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such work plans or removal or remediation actions would cost more than $3,000,000 (individually or in the aggregate on a tax affected basis(i) required by applicable Environmental Law and recommended by such report or reports due to completeserious life, Acquiror and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate health, environmental or safety concerns, in the reviewaggregate, approval and implementation exceed the sum of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised $150,000, as reasonably estimated by an environmental assessment and/or a mutually remediation expert retained for such purpose by Landmark and reasonably acceptable modification to this Agreementthe Bank, or if the cost of such actions and the condition measures cannot be so reasonably estimated by such expert to be such amount or issue is not one for which it can be determined to a less with any reasonable degree of certainty that certainty, such circumstances shall be deemed an “Environmental Problem.” Upon the risk and expense occurrence of an Environmental Problem, Landmark shall have the right to which elect not to purchase in the Surviving Corporation and its Subsidiaries would be subject Merger the Real Estate, the Overland Park Property or the Fort Sxxxx Property, as owner applicable, affected by the Environmental Problem by giving written notice to the Bank within thirty (30) days from Landmark’s discovery of the property involved can Environmental Problem and to proceed with the Merger, without acquiring the affected Real Estate, the Overland Park Property or the Fort Sxxxx Property, as applicable. In such event, the Merger Consideration will be quantifiedreduced by the Book Value of the Real Estate not purchased or the Appraisal Value of the Overland Park Property or Fort Sxxxx Property not purchased, in good faith, and limited to an amount as applicable. If the cost of taking all such remedial or other corrective actions based on such environmental reports is less than $3,000,000 (on a tax affected basis)150,000, then Acquiror may terminate this Agreement by such cost shall be subtracted from the earlier to occur of (i) 120 days after the receipt Book Value of the Phase I assessmentsaffected Real Estate or from the Appraisal Value of the Overland Park Property or Fort Sxxxx Property, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periodsapplicable.