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 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 shall engage Acquiror may, in its discretion, within 45 days after the Agreement Date, require the Company to order, at the Company’s expense, a Phase I environmental site assessment to be conducted in accordance with ASTM Standard E1527-21, Standard Practice for Environmental Site Assessments (the “ASTM Standard”) to be delivered to Company and Acquiror for each parcel of real property in which the Company or any of its Subsidiaries holds an environmental interest, including property carried as OREO (each, a “Phase I Report”), conducted by an independent professional consultant selected by the Company and reasonably acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment determine if any real property in which the Company or any of each its Subsidiaries holds any interest contains or gives evidence of the parcels of real estate used any “Recognized Environmental Conditions,” as that term is defined in the operation of ASTM Standard. If a Phase I Report discloses any “Recognized Environmental Conditions” under the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or ASTM Standard, then Acquiror may promptly obtain a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant Phase II subsurface investigation with respect to the any Recognized Environmental Condition identified in a 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 foundI, suspectedwhich report shall, 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 Schedulesextent feasible, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, contain an estimate of the approximate cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary recommended to address those conditions in accordance with applicable laws Legal Requirements (each, a “Phase II Report,” and, together with the associated Phase I Report, an “Environmental Report”), the cost of each such Phase II Report shall be borne by the Company and regulationsshall be provided to both the Company and Acquiror. Acquiror shall have no duty to act upon any information produced by an Environmental Report. All Environmental Reports shall be the property of the Company and shall be held in confidence as provided in the Confidentiality Agreement. (b) Upon receipt In the event that the results of the estimate of the costs of all follow-up work to the any 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 II Report disclose any environmental condition suspectedor conditions which, found either in accordance with Environmental Laws or reasonable commercial practices, would reasonably be expected to existrequire further investigation, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (cleanup and/or remediation the cost of which shall be paid by Heritage)which, 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 (either individually or in the aggregate on a tax affected basis) aggregate, would reasonably be expected 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 exceed $3,000,000 (on a tax affected basis)2,000,000, then Acquiror may shall have the right to 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 periodsAgreement.

Environmental Investigation. (a) Heritage shall engage Purchaser may, in its discretion and at Purchaser’s expense, within forty-five (45) days after the Agreement Date, complete a Phase I environmental site assessment in accordance with ASTM Standard E1527-21, Standard Practice for Environmental Site Assessments (the “ASTM Standard”) to be delivered to the Company and Purchaser for each Owned Real Estate parcel (each, a “Phase I Report”), conducted by an environmental independent professional consultant selected by Purchaser and reasonably acceptable to Acquiror the Company to conduct a preliminary ("Phase I") environmental assessment determine if any Owned Real Estate contains or gives evidence of each of the parcels of real estate used any “Recognized Environmental Conditions,” as that term is defined in the operation of ASTM Standard. (b) If a Phase I Report discloses any “Recognized Environmental Conditions” under the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or ASTM Standard, then Purchaser may, promptly obtain a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant Phase II subsurface investigation with respect to the any Recognized Environmental Condition identified in a 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 foundI, suspectedwhich report shall, 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 Schedulesextent feasible, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, contain an estimate of the approximate cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary recommended to address those conditions in accordance with applicable laws Legal Requirements (each, a “Phase II Report,” and, together with the associated Phase I Report, an “Environmental Report”). The subject, scope, manner and regulations. (b) Upon receipt method of each Phase II Report will be subject to the estimate Company’s prior review and written approval, which shall not be unreasonably delayed, conditioned, or withheld. The cost of each such Phase II Report shall be borne by Purchaser and shall be provided to both the costs Company and Purchaser. In addition, if requested by the Company, Purchaser does hereby agree to restore at its cost any Owned Real Estate for which it has undertaken an environmental investigation pursuant to this Section 6.12 to the condition existing immediately prior to such investigation. Purchaser shall have no duty to act upon any information produced by an Environmental Report. If any Phase II Report confirms the presence of all follow-up environmental contamination which requires remediation under applicable Environmental Laws, the Company shall cause such remediation 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 at its own cost more than $3,000,000 (individually or in the aggregate on a tax affected basis) to complete“Remediation Cost”), 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 remediation firm mutually acceptable modification agreed to this Agreement, by Purchaser and the condition Company. The Remediation Cost shall be accrued 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 paid by the earlier Company prior 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 periodsClosing.

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 shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary may, in its discretion and at its sole expense, within thirty ("Phase I"30) environmental assessment 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 obtain a Phase I environmental site assessment (“Phase I”) for each parcel of Company Real Estate conducted by an independent professional consultant reasonably acceptable to both Acquiror and the Company to determine if any such parcel of Company Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If a Phase I report discloses any materially adverse environmental conditions are found, suspectedconditions, or would tend reports a reasonable suspicion thereof, then, at Company’s sole expense, the Company shall promptly obtain and provide 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 Acquiror a Phase II environmental site assessment (“Phase II”) with respect to any exceptions that may be contained in Heritage's Schedulesaffected property, 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 to address those conditions in accordance with applicable laws and regulationsLegal Requirements. Acquiror shall have no duty to act upon any information produced by any Phase I or Phase II report or for the benefit of the Company, the Bank or any other Person. (b) Upon receipt of the estimate of the costs of all follow-follow up work to the any Phase I assessments or any subsequent investigation phases that may be conductedPhase II report, Acquiror and 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 consultant. All post-any Phase I investigations or assessments (the cost Phase II environmental report, that includes an estimate 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 plansRemediation Cost. (c) If any past or present events, conditions or circumstances require further investigation, remedial or cleanup action under Environmental Laws at its properties involving an expenditure (net of any reduction in Acquiror’s income Tax liability for the parties taxable year in which such expenditure occurs) reasonably expected to exceed $400,000 based on estimates prepared by the consultant conducting the Phase I or Phase II assessment, then (i) to the extent the aggregate expenditures (net of any reduction in Acquiror’s income Tax liability for the taxable year in which such expenditure occurs) with respect thereto are unable or are reasonably expected to agree upon a course of action for further investigation and remediation of an environmental condition be equal to 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)5,000,000, then Acquiror may terminate this Agreement the Merger Consideration shall be reduced at the Closing by the earlier to occur difference between $400,000 and the estimated amount of such expenditures (i) 120 days after net of any reduction in Acquiror’s income Tax liability for the receipt of the Phase I assessments, taxable year in which such expenditure occurs); or (ii) to the receipt extent the aggregate expenditures (net of all consents and approvals of government regulatory authorities as legally required any reduction in Acquiror’s income Tax liability for the taxable year in which such expenditure occurs) with respect thereto are or are reasonably expected to consummate exceed $5,000,000, Acquiror may, at its sole option, elect by written notice to the Company to (A) cause the Merger Consideration to be reduced at the Closing by the difference between $400,000 and the expiration estimated amount of all statutory waiting periods.such expenditures (net of any reduction in Acquiror’s income Tax liability for the taxable year in which such expenditure occurs), or (B) terminate this Agreement. 44

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 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 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 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)▇▇ ▇▇▇▇▇▇▇. 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 ▇▇ ▇▇▇▇▇▇▇ 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. Rights to Terminate Agreement ---------------------------------------------------------- (a) Heritage DSB shall engage an cause to be performed at its own expense the following: (i) a Phase II environmental consultant acceptable to Acquiror to conduct assessment ("Phase II") on the property of DSB located at ▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ("Main Building"); (ii) a preliminary Phase I environmental assessment ("Phase I") environmental assessment on all other property owned, controlled, leased or managed by DSB ("Other Property") or any property acquired, leased, foreclosed, managed or controlled by DSB between the date of each this Agreement and the Closing Date ("Acquired Property"); (iii) a Phase II on any Other Property or Acquired Property as requested by Paradigm and (iv) a certification as to the absence or encapsulation of asbestos on the parcels Main Property, Other Property and Acquired Property. All 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 and Phase II assessments and asbestos certifications shall be shared equally performed by Acquiror and Heritagean environmental consulting firm acceptable to Paradigm. The consultant shall complete written Phase II report and deliver the asbestos certification on the Main Building and the Phase I assessments not later than 60 reports and the asbestos certifications on the Other Property shall be delivered to Paradigm at any time prior to thirty (30) days after the date of this Agreement. If The written Phase I reports and the asbestos certifications on the Acquired Property shall be delivered to Paradigm at any environmental conditions are foundtime within thirty (30) days after DSB acquired, suspectedleased, foreclosed, managed or would tend controlled the Acquired Property. The written Phase II reports on the Other Property or Acquired Property shall be delivered 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 Paradigm at 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 regulationstime within thirty (30) days after Paradigm has requested such Phase II. (b) Upon receipt In addition to the foregoing, Paradigm and its consultants, agents and representatives shall have the right at the expense of Paradigm to the estimate of same extent that DSB has such right, but not the costs of all follow-up work obligation or responsibility, to inspect any property, including, without limitation, conducting asbestos surveys and sampling, environmental assessments and investigation, and other environmental surveys and analyses including soil and ground sampling (along with the Phase I and Phase II assessments or and asbestos certifications required in Section 4.7(a), "Environmental Inspections"). If, as a result of any subsequent investigation phases that may be conductedsuch Environmental Inspection, the parties shall attempt to agree upon a course of action for further investigation and remediation ("secondary investigation") including, without limitation, test borings, soil, water, asbestos or other sampling, is deemed desirable by Paradigm, Paradigm shall (i) notify DSB of any environmental condition suspected, found property for which it intends to exist, or that would tend to be indicated by conduct such a secondary investigation and the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by Heritage), all work plans reasons for any post-Phase I assessments or remediationsuch secondary investigation, and any removal or remediation actions that (ii) Paradigm shall give reasonable notice to DSB of such secondary investigations, and DSB may be performed, shall be mutually satisfactory to Acquiror place reasonable time and Heritage. If place restrictions on 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 planssecondary investigations. (c) DSB agrees to indemnify and hold harmless Paradigm for any claims for damage to property, or injury or death to persons, made as a result of any Environmental Inspection or secondary investigation conducted by Paradigm or its agents, which damage or injury is attributable to the negligent actions or negligent omissions of DSB of their respective agents. Paradigm agrees to indemnify and hold harmless DSB for any claims for damage to property, or injury or death to persons, attributable to the negligent actions or omissions of Paradigm or its agents in performing any Environmental Inspection or secondary investigation except to the extent caused in whole or in part by the negligence of DSB. Paradigm shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, secondary investigation or other environmental survey. If this Agreement is terminated, then except as otherwise required by law, reports to any governmental authority of the parties are unable results of any Environmental Inspection, secondary investigation or other environmental survey shall be made by DSB and not by Paradigm. Paradigm shall make no such report prior to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised Closing unless required to do so by an environmental assessment and/or a mutually acceptable modification to this Agreementlaw, and in such case will give DSB reasonable notice of Paradigm's intentions. (d) Paradigm shall have the condition or issue is not one for which it can be determined right 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 if (i) 120 days after the receipt factual substance of the Phase I assessments, any warranty or representation set forth in Section 2.7 is not true and accurate; (ii) the receipt results of such Environmental Inspection, secondary investigation or other environmental survey are disapproved by Paradigm because the Environmental Inspection, secondary investigation or other environmental survey identifies violations or potential violations of Environmental Laws; (iii) DSB has failed to timely obtain and deliver the reports required by Section 4.7(a) or has refused to allow Paradigm to conduct an Environmental Inspection or secondary investigation in a manner that Paradigm reasonably considers necessary; (iv) the Environmental Inspection, secondary investigation or other environmental survey identifies any past or present event, condition or circumstance that potentially would require remedial or cleanup action or result in a Material Adverse Change; (v) the Environmental Inspection, secondary investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any property that is not shown to be in compliance with all consents Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant governmental authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, secondary investigation or other environmental survey identifies the presence of any non-encapsulated asbestos-containing material in, on or under any property, the removal of which would result in a Material Adverse Change. (e) DSB agrees to make available to Paradigm and approvals its consultants, agents and representatives all documents and other material relating to environmental conditions of government regulatory authorities as legally required any property including, without limitation, the results of other environmental inspections and surveys. DSB also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with Paradigm and shall be entitled to consummate certify the Merger same in favor of Paradigm and the expiration of its consultants, agents and representatives and make all statutory waiting periodsother data available to Paradigm and its consultants, agents and representatives.

Environmental Investigation. (a) Heritage shall engage Acquiror may, in its discretion, within forty-five (45) days after the Agreement Date, require the Company to order, at the Company’s expense, a Phase I environmental site assessment to be conducted in accordance with ASTM Standard E1527-21, Standard Practice for Environmental Site Assessments (the “ASTM Standard”) to be delivered to Company and Acquiror for each parcel of real property in which the Company or any of its Subsidiaries holds an environmental interest, including property carried as OREO (each, a “Phase I Report”), conducted by an independent professional consultant selected by the Company and reasonably acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment determine if any real property in which the Company or any of each its Subsidiaries holds any interest contains or gives evidence of the parcels of real estate used any “Recognized Environmental Conditions,” as that term is defined in the operation ASTM Standard. If a Phase I Report discloses any “Recognized Environmental Conditions” under the ASTM Standard, then Acquiror may, upon receipt of written permission from the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or Company, which permission shall not be unreasonably withheld, promptly obtain a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant Phase II subsurface investigation with respect to the any Recognized Environmental Condition identified in a 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 foundI, suspectedwhich report shall, 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 Schedulesextent feasible, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, contain an estimate of the approximate cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary recommended to address those conditions in accordance with applicable laws Legal Requirements (each, a “Phase II Report,” and, together with the associated Phase I Report, an “Environmental Report”), the cost of each such Phase II Report shall be borne by the Company and regulationsshall be provided to both the Company and Acquiror. Acquiror shall have no duty to act upon any information produced by an Environmental Report. All Environmental Reports shall be the property of the Company and shall be held in confidence as provided in the Confidentiality Agreement. (b) Upon receipt In the event that the results of the estimate of the costs of all follow-up work any Phase II report are not to the Phase I assessments Acquiror’s reasonable satisfaction, 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 disclose any environmental condition suspectedor conditions which, found either in accordance with Environmental Laws or reasonable commercial practices, would reasonably be expected to existrequire further investigation, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (cleanup and/or remediation the cost of which shall be paid by Heritage)which, 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 (either individually or in the aggregate on a tax affected basis) aggregate, would reasonably be expected 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 exceed $3,000,000 (on a tax affected basis)2,000,000, then Acquiror may may, at its sole option, terminate this Agreement by upon ten (10) days prior written notice to 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 periodsCompany.

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 engage Heartland may, in its reasonable discretion, within thirty (30) Business Days of the Agreement Date, request RMB to provide at RMB's expense a Phase 1 environmental site assessment (the "Phase 1 Report") conducted by an environmental independent professional consultant reasonably acceptable to Acquiror Heartland to conduct determine if any RMB Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase 1 Report discloses any material adverse environmental conditions, or reports a preliminary ("reasonable suspicion thereof, then RMB shall promptly obtain at its expense a Phase I") 2 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 report with respect to the Phase I assessments any affected property which report 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, 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 and regulationsregulations (the "Phase 2 Report," and collectively referred to with the Phase 1 Report, as the "Environmental Report"). Heartland shall have no duty to act upon any information produced by the Environmental Report for the benefit of RMB, any RMB Subsidiary or any other Person, but shall provide such information to RMB as soon as practicable after such information becomes available to Heartland. (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 conductedEnvironmental Report, the parties Heartland and RMB 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 consultantEnvironmental 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 is referred to collectively as the "Remediation Cost." If the Remediation Cost exceeds Two Hundred Fifty Thousand Dollars ($3,000,000 (individually 250,000), Heartland or in the aggregate on a tax affected basis) to completeRMB may, Acquiror and Heritage shall discuss a mutually acceptable modification of 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 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 Remediation Cost 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 Two Hundred Fifty Thousand Dollars ($3,000,000 (on a tax affected basis250,000), then Acquiror may terminate this Agreement by such cost shall be taken into account when computing 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 Shareholders' Equity.

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 Centrue Financial may, in its reasonable discretion, within forty-five (45) Business Days of the Agreement Date, request ICB to provide at ICB’s expense a Phase 1 environmental site assessment (the “Phase 1 Report”) conducted by an environmental independent professional consultant reasonably acceptable to Acquiror Centrue Financial to conduct determine if any ICB Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase 1 Report discloses any material adverse environmental conditions, or reports a preliminary ("reasonable suspicion thereof, then ICB shall promptly obtain, at ICB’s expense, a Phase I") 2 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 report with respect to the Phase I assessments any affected property which report 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, 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 and regulationsregulations (the “Phase 2 Report,” and collectively referred to with the Phase 1 Report, as the “Environmental Report”). Centrue Financial shall have no duty to act for the benefit of ICB, any ICB Subsidiary or any other Person upon any information produced by the Environmental Report, but shall provide such information to ICB as soon as practicable after such information becomes available to Centrue Financial. (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 conductedEnvironmental Report, the parties Centrue Financial and ICB 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 consultantEnvironmental 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 is referred to collectively as the “Remediation Cost.” If the Remediation Cost exceeds Fifty Thousand Dollars ($3,000,000 (individually or in the aggregate on a tax affected basis) to complete50,000), Acquiror and Heritage shall discuss a mutually acceptable modification of Centrue Financial 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 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 Remediation Cost 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 Fifty Thousand Dollars ($3,000,000 (on a tax affected basis50,000), then Acquiror may terminate this Agreement by such cost shall be taken into account when computing 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 Shareholders’ Equity.

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 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 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ 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 engage MSTI may, in its reasonable discretion, within forty-five (45) Business Days of the Agreement Date, request Citizens to provide at Citizens' expense a Phase 1 environmental site assessment (the "PHASE 1 REPORT") conducted by an environmental independent professional consultant reasonably acceptable to Acquiror MSTI to conduct determine if any Citizens Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase 1 Report discloses any material adverse environmental conditions, or reports a preliminary ("reasonable suspicion thereof, then Citizens shall promptly obtain, at MSTI's expense, a Phase I") 2 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 report with respect to the Phase I assessments any affected property which report 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, 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 and regulationsregulations (the "PHASE 2 REPORT," and collectively referred to with the Phase 1 Report, as the "ENVIRONMENTAL REPORT"). MSTI shall have no duty to act for the benefit of Citizens, any Citizens Subsidiary or any other Person upon any information produced by the Environmental Report, but shall provide such information to Citizens as soon as practicable after such information becomes available to MSTI. (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 conductedEnvironmental Report, the parties MSTI and Citizens 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 consultantEnvironmental 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 is referred to collectively as the "REMEDIATION COST." If the Remediation Cost exceeds Two Hundred Fifty Thousand Dollars ($3,000,000 (individually or in the aggregate on a tax affected basis) to complete250,000), Acquiror and Heritage shall discuss a mutually acceptable modification of MSTI 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 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 Remediation Cost 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 Two Hundred Fifty Thousand Dollars ($3,000,000 (on a tax affected basis250,000), then Acquiror may terminate this Agreement by such cost shall be taken into account when computing 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 Stockholders' Equity.

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 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. (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▇▇▇▇▇▇▇ ▇.

Environmental Investigation. (a) Heritage shall engage Parent may, in its reasonable discretion, within forty-five (45) Business Days of the Agreement Date, request GRB to provide at Parent’s expense a Phase 1 environmental site assessment (the “Phase 1 Report”) conducted by an environmental independent professional consultant reasonably acceptable to Acquiror Parent to conduct determine if any GRB Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase 1 Report discloses any material adverse environmental conditions, or reports a preliminary ("reasonable suspicion thereof, then GRB shall promptly obtain, at Parent’s expense, a Phase I") 2 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 report with respect to the Phase I assessments any affected property which report 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, 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 and regulationsregulations (the “Phase 2 Report,” and collectively referred to with the Phase 1 Report, as the “Environmental Report”). Parent shall have no duty to act for the benefit of GRB, any GRB Subsidiary or any other Person upon any information produced by the Environmental Report, but shall provide such information to GRB as soon as practicable after such information becomes available to Parent. (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 conductedEnvironmental Report, the parties Parent and GRB 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 consultantEnvironmental 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 is referred to collectively as the “Remediation Cost.” If the Remediation Cost exceeds $3,000,000 (individually or in the aggregate on a tax affected basis) to complete50,000, Acquiror and Heritage shall discuss a mutually acceptable modification of Parent 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 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 Remediation Cost 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)50,000, then Acquiror may terminate this Agreement by such cost shall be taken into account when computing 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 Shareholders’ Equity.

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. (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 shall engage Landmark may, in its reasonable discretion, within forty-five (45) days of the Agreement Date, request the Bank to provide at Landmark’s expense a Phase 1 environmental site assessment (the “Phase 1 Report”) conducted by an environmental independent professional consultant reasonably acceptable to Acquiror Landmark to conduct determine if any Bank Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase 1 Report discloses any material adverse environmental conditions, or reports a preliminary ("reasonable suspicion thereof, then the Bank shall promptly obtain, at the Bank’s expense, a Phase I") 2 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 report with respect to the Phase I assessments any affected property, which report 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, 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 and regulationsregulations (the “Phase 2 Report,” and collectively referred to with the Phase 1 Report, as the “Environmental Report”). Landmark shall have no duty to act for the benefit of the Bank or any other Person upon any information produced by the Environmental Report, but shall provide such information to the Bank as soon as practicable after such information becomes available to Landmark. (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 conductedEnvironmental Report, Landmark and the parties Bank 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 consultantEnvironmental 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 is referred to collectively as the “Remediation Cost.” If the Remediation Cost exceeds $3,000,000 (individually or in the aggregate on a tax affected basis) to complete50,000, Acquiror and Heritage shall discuss a mutually acceptable modification of Landmark 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 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 Remediation Cost 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)50,000, then Acquiror may terminate this Agreement by such cost shall be subtracted from the earlier to occur of (i) 120 days after the receipt aggregate value 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 periodsConsideration.

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 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 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 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, ▇▇▇▇▇ 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.