Common use of Environmental Reports Clause in Contracts

Environmental Reports. Heartland shall provide to Banterra, as soon as reasonably practical, but not later than sixty (60) days after the date hereof, a report of a phase one environmental investigation on all real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland or its subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation in Banterra's reasonable opinion, Heartland shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, a report of a phase two investigation on properties requiring such additional study. Banterra shall have fifteen (15) business days from the receipt of any such phase two investigation report to notify Heartland of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) as reasonably estimated by an environmental expert retained for such purpose by Banterra and reasonably acceptable to Heartland, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra shall have the right pursuant to Section 7.03 hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be Banterra's sole remedy in such event.

Environmental Reports. Heartland Seller shall provide have furnished to BanterraBuyer before the date of this Agreement any environmental reports related to any property owned or being used by Seller. Buyer, at its sole discretion, may obtain, as soon as reasonably practical, but not later than sixty (60) 30 days after the date hereof (or within ten days after the acquisition of lease of any real property acquired or leased after the date hereof), a report of a phase one environmental investigation on all real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries after the date hereof Subsidiaries (but excluding space in office or retail and similar establishments leased by Heartland Seller or its subsidiaries for automatic teller machinesmachines or bank branch facilities or other office uses where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation in BanterraBuyer's reasonable opinion, Heartland Seller shall provide to BanterraBuyer, within sixty (60) 40 days of the receipt by Heartland Seller of the request of Banterra Buyer therefor, a report of a phase two investigation on properties requiring such additional study. Banterra Buyer shall have fifteen (15) 5 business days to request Seller to obtain a phase two investigation report. Buyer shall have 5 business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 150,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Buyer and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra Buyer shall have the right pursuant to Section 7.03 7.1 hereof, for a period of fifteen (15) ten business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be BanterraBuyer's sole remedy in such event. The costs of the phase one and phase two investigations, if any, shall be borne by Buyer.

Environmental Reports. Heartland Unless Buyer provides Seller with a reduced list of real properties within ten days after the date of this Agreement, Seller shall provide to BanterraBuyer, as soon as reasonably practical, but not later than sixty (60) 30 days after the date hereof (or within ten days after the acquisition of lease of any real property acquired or leased after the date hereof), a report of a phase one environmental investigation on all real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries after the date hereof Subsidiaries (but excluding space in office or retail and similar establishments leased by Heartland Seller or its subsidiaries for automatic teller machinesmachines or bank branch facilities or other office uses where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation in BanterraBuyer's reasonable opinion, Heartland Seller shall provide to BanterraBuyer, within sixty (60) 60 days of the receipt by Heartland Seller of the request of Banterra Buyer therefor, a report of a phase two investigation on properties requiring such additional study. Banterra Buyer shall have fifteen (15) seven business days from receipt of any phase one investigation report to request Seller to obtain a phase two investigation report with respect to such real property. Buyer shall have seven business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 500,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Buyer and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra Buyer shall have the right pursuant to Section 7.03 7.1(h) hereof, for a period of fifteen (15) ten business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be BanterraBuyer's sole remedy in such event. The costs of the phase one investigations, if any, shall be borne by Seller. The costs of the phase two investigations, if any, shall be borne by Buyer.

Environmental Reports. Heartland Seller shall provide to Banterra, cooperate with Buyer so that Buyer may as soon as reasonably practicalpracticable obtain, but not later than sixty (60) days after the date hereofat Buyer's expense, a report of a phase one environmental environmen- tal investigation on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated oper- ated by Heartland Seller or any of its subsidiaries the Seller Subsidiaries as of the date hereof (but excluding Brio or Brio related properties, "other than real estate owned," property held in trust or in a fiduciary capacity and space in retail and or similar establishments leased by Heartland Seller or any of its subsidiaries the Seller Subsidiaries for automatic teller machines)machines or bank branch facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries any of the Seller Subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland Seller or its subsidiaries any of the Seller Subsidiaries for automatic teller machinesmachines or bank branch facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by advisable in light of the phase one investigation report with respect to any parcel of real property referred to above, in Banterrathe reasonable opinion of Buyer, Seller shall also cooperate with Buyer so that Buyer may obtain, at Buyer's reasonable opinionexpense, Heartland shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, a report of a phase two investigation report on properties requiring such additional studydesignated parcels. Banterra Buyer shall have fifteen (15) business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with the contents of such report. Should The after-tax costs (based on the cost highest federal marginal tax rate) of taking all remedial or other corrective actions and or measures (i) with regard to the real properties referred to above required by applicable law up to and including $6.5 million in the aggregate shall be paid by Buyer. Such after-tax costs of remedial or reasonably likely other corrective actions or measures with regard to such real properties so required which exceed $6.5 million shall be the responsibility of Seller and shall be deducted from the consideration to be required paid by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, Buyer pursuant to this Merger Agreement; provided that in the aggregate, event such after-tax costs exceed the sum of One Hundred Thousand Dollars ($100,000) as reasonably estimated by an environmental expert retained for such purpose by Banterra and reasonably acceptable to Heartland, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra 30,000,000 Seller shall have the right pursuant to Section 7.03 hereof, for a period of fifteen 7.01 (15f) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, hereof to terminate this Agreement, which shall be Banterra's sole remedy . Any costs associated with the Brio property or Brio related properties are assumed in such eventthe transaction and are not part of the subject matter of this Section 5.16.

Environmental Reports. Heartland shall provide to BanterraBuyers may perform, as soon as reasonably practical--------------------- practicable, but not later than sixty ninety (6090) days after the date hereof, a report of a phase one environmental investigation and/or asbestos survey by Environmental Operations, Inc. or any other firm designated by Buyers, or any of them, on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated by Heartland Seller or any of its subsidiaries the Seller Subsidiaries as of the date hereof (other than but excluding space in retail and similar establishments leased by Heartland or any of its subsidiaries Seller for automatic teller machines)machines or leased bank branch facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property) and within ten fifteen (1015) days after being notified by Sellers of the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries any of the Seller Subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries Seller for automatic teller machinesmachines or leased bank facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the results of the phase one investigation indicate, in Banterra's Buyers' reasonable opinion, Heartland shall provide to Banterrathat additional investigation is warranted, within sixty (60) days of the receipt by Heartland of the request of Banterra thereforBuyers may perform, a report of at Buyers' expense, a phase two subsurface investigation or investigations by Environmental Operations, Inc. on properties requiring deemed to warrant such additional study. Banterra Buyers shall have fifteen (15) business days from the receipt of perform any such phase two investigation as soon as reasonably practicable after receipt of the phase one report(s) for such properties and, in any event, shall notify Seller and Environmental Operations, Inc. within fifteen (15) days after receipt of the phase one report to notify Heartland of that Environmental Operations, Inc. should promptly commence any dissatisfaction with the contents of such reportphase two investigation. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended by Environmental Operations, Inc. in such phase one or suggested by such two report or reports or prudent in light of serious life, health or safety concernsreports, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 500,000, as reasonably estimated by an environmental expert retained for such purpose by Banterra and reasonably acceptable to HeartlandEnvironmental Operations, Inc., or if the cost of such actions and or measures cannot be so reasonably estimated by such expert Environmental Operations, Inc. to be such amount amounts or less with any reasonable degree of certainty, then Banterra Buyers shall have the right pursuant to Section 7.03 7.01(e) hereof, for a period of fifteen (15) business days following receipt from Environmental Operations, Inc. of such estimate or indication that the cost of such actions and measures can cannot be so reasonably estimated, to terminate this Agreement, which shall be Banterra's sole remedy in such event.

Environmental Reports. Heartland Seller shall provide to BanterraMercantile, as --------------------- soon as reasonably practical, but not later than sixty (60) days after the date hereof, a report of a phase one environmental investigation on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated by Heartland Seller or any of its subsidiaries Seller Subsidiaries as of the date hereof (other than but excluding space in retail and similar establishments leased by Heartland or any of its subsidiaries Seller for automatic teller machines)machines or bank branch facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries any of Seller Subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries Seller for automatic teller machinesmachines or bank branch facilities where the space leased comprises less that 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation investigation, in BanterraMercantile's reasonable opinion, Heartland Seller shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, Mercantile a report of a phase two investigation on properties requiring such additional study. Banterra Mercantile shall have fifteen (15) business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 250,000, as reasonably estimated by an environmental expert retained for such purpose by Banterra and reasonably acceptable to HeartlandMercantile, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra Buyers, after providing written notice of its intent to do so and allowing Seller a six-month period from the date of such notice to take and complete, to the reasonable satisfaction of Buyers, all such remedial or other corrective actions and measures (the cost of which shall not exceed $250,000), shall have the right pursuant to Section 7.03 hereof, for a period of fifteen (158.01(f) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, hereof to terminate this Agreement, which shall be Banterra's Buyers' sole remedy in such event.

Environmental Reports. Heartland Seller shall provide to BanterraBuyer, as soon as ---------------------- reasonably practical, but not later than sixty (60) 30 days after the date hereof, a report of a phase one environmental investigation on all real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland or its subsidiaries after the date hereof hereof), a report of a phase one environmental investigation on real property owned or leased by Seller or its Subsidiaries (but excluding space in office or retail and similar establishments leased by Heartland Seller or its subsidiaries for automatic teller machinesmachines or bank branch facilities or other office uses where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation in BanterraBuyer's reasonable opinion, Heartland Seller shall provide to BanterraBuyer, within sixty (60) 30 days of the receipt by Heartland Seller of the request of Banterra Buyer therefor, a report of a phase two investigation on properties requiring such additional study. Banterra Buyer shall have fifteen (15) 10 business days to request Seller to obtain a phase two investigation report. Buyer shall have 10 business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 50,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Buyer and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra Buyer shall have the right pursuant to Section 7.03 7.1(g) hereof, for a period of fifteen (15) ten business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be BanterraBuyer's sole remedy in such event. The costs of the phase one investigations, if any, shall be borne by Buyer. The costs of the phase two investigations, if any, shall be borne by Buyer.

Environmental Reports. Heartland The Bank shall provide to Banterrathe Exchange Entities within twenty (20) days after request, with respect to all Real Property presently owned by the Bank, and as soon as reasonably practicalpracticable, but not later than sixty twenty (6020) days business days, after the acquisition or leasing, foreclosure or repossession by the Bank of any Real Property subsequent to the date hereof, a report of a phase one environmental investigation on all real property owned of such Real Property consistent with ASTM practices (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than excluding space in retail and or similar establishments leased by Heartland or any of its subsidiaries the Bank for automatic teller machinesmachines or bank branch facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland or its subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation report with respect to any parcel of real property referred to above, in Banterra's the reasonable opinion, Heartland shall provide to Banterra, within sixty (60) days opinion of the receipt by Heartland of Exchange Entities, the request of Banterra thereforExchange Entities shall be permitted to obtain, a report of at its expense, a phase two investigation report on properties requiring such additional studydesignated parcels as soon as practicable. Banterra The Exchange Entities shall have fifteen (15) business days from the receipt of any such phase two investigation report to notify Heartland the Sellers of any dissatisfaction with the contents of such report. Should If the cost Exchange Entities are dissatisfied with the contents of taking such report due to the fact that: (i) the estimated costs of all remedial or other corrective actions and or measures (i) with regard to the real property referred to above required by applicable law or reasonably likely to be required by applicable law, or (iithe "Remediation Costs") recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, exceed $250,000 in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) as reasonably estimated by an environmental expert retained for such purpose by Banterra and reasonably acceptable to Heartlandthe Exchange Entities, or if (ii) the cost costs of such remedial or other corrective actions and measures cannot be so reasonably estimated by such expert to be such amount $250,000 or less with any reasonable degree of certainty, then Banterra the Exchange Entities, at its sole discretion, shall have the right pursuant to Section 7.03 hereof, for a period of terminate this Agreement upon fifteen (15) business days following days' notice to Sellers unless Sellers, upon receipt of such notice, elect within fifteen (15) days thereafter to reduce the Merger Consideration by an amount equal to the Remediation Costs (or in the case of an inability to estimate or indication that such costs, by an amount equal to the cost actual costs of such actions required remedial or other corrective actions), in which case the Merger Consideration shall be so reduced and measures can this Agreement shall not be so reasonably estimated, terminated pursuant to terminate this Agreement, which shall be Banterra's sole remedy in such eventSection.

Environmental Reports. Heartland Seller shall provide to BanterraBuyer copies of any environmental reports it has obtained or received with respect the Real Estate within 5 days after the date hereof. Buyer, as soon as reasonably practical, but not later than sixty (60) within 20 days after the date hereof, a report of shall order a phase one environmental investigation on all real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland or its subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation in Banterra's reasonable opinion, Heartland shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, a report of a and/or phase two investigation on properties requiring such additional studyenvironmental report with respect to the Branch Office located at 740 S. Walnut, South Bend, Indiana (the "Walnut Branch"). Banterra shall have fifteen Buyer shalx xxxx xxxxxxx (1500) business days from Xxxxxxxx Xxxx xrom the receipt of any such phase two investigation report environmental reports to notify Heartland Seller of any dissatisfaction with the contents of such reportreports. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 100,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Buyer and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certaintycertainty such circumstances shall be deemed an "Environmental Problem." To the extent all or part of the Environmental Problem relates to the Walnut Branch, then Banterra Buyer shall have the right pursuant to Section 7.03 hereofdecide not to purchase the real estate, fixtures and buildings for the Walnut Branch and to proceed with the Transactions, without acquiring such real estate, fixtures and buildings, receiving a credit against the Purchase Price for the market value of such Real Estate which the parties agree is $75,000. In such event, Seller agrees to lease the Walnut Branch to Buyer from and after the Closing Date on a month-to-month basis for a term which will last no longer than one year, with rent equal to the $1.00 plus operating costs (including insurance and utilities), maintenance expenses and taxes on the Real Estate incurred during or allocable to the rental period and on other terms (other than the term and lease payment) to be negotiated and accepted by the parties prior to the Closing Date until such time as Buyer is able to locate a new branch location to serve the banking needs of fifteen (15) business days following receipt the customers of such estimate or indication that the cost of such actions and measures can not be so reasonably estimatedWalnut Branch. If the parties are unable to reach agreement on these other terms, Buyer shall have the right to terminate this Agreement, . All costs of any phase two investigation or environmental report requested pursuant to this Section which does not recommend or suggest as being appropriate the taking of any remedial or corrective actions shall be Banterraat Buyer's sole remedy in cost and expense. Sobieski agrees to pay the costs of any phase two investigation prepared or conducted at Buyer's request pursuant to this Section which recommends or suggests as being appropriate the taking of remedial or corrective action. Buyer does hereby agree to restore any property for which it has undertaken an environmental investigation to the condition existing immediately prior to such eventinvestigation if the investigation does not recommend or suggest as being appropriate the taking of remedial or corrective action.

Environmental Reports. Heartland NSS shall provide disclose to Banterra, as soon as reasonably practical, but not later than sixty (60) days after Summit all matters of the types described in Section 2.22 above which NSS would have been required to disclose to Summit on the date hereof if known to NSS on the date hereof, a report of as such become known to NSS between the date hereof and the Effective Time. In addition, Summit may perform, or cause to be performed, a phase one environmental investigation investigation, an asbestos survey, or both of the foregoing, (i) within 90 days following the date of this Agreement, on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated by Heartland NSS or any of its subsidiaries as of the date hereof of this Agreement (other than but excluding space in retail and or similar establishments leased by Heartland or any of its subsidiaries NSS for automatic teller machinesmachines or leased bank branch facilities where the space leased by NSS comprises less than 20% of the total space leased to all tenants of such property), and (ii) and within ten (10) 15 days after being notified by NSS of the acquisition or lease of any real property acquired or leased by Heartland it or its subsidiaries after the date hereof of this Agreement, on the real property so acquired or leased (but excluding space in office retail or retail and similar establishments leased by Heartland or its subsidiaries NSS for automatic teller machinesmachines or leased bank branch facilities where the space leased by NSS comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the results of the phase one investigation indicate, in Banterra's the reasonable opinionopinion of Summit, Heartland shall provide to Banterrathat additional investigation is warranted, Summit may at its expense, within sixty (60) 15 days after receipt of the receipt by Heartland of the request of Banterra thereforparticular phase one report, a report of perform or cause to be performed a phase two investigation on the property or properties requiring deemed by Summit to warrant such additional study. Banterra shall have fifteen (15) business study or notify NSS and an environmental consulting firm within 15 days from after the receipt of any such the particular phase one report that the environmental consulting firm should promptly commence a phase two investigation report to notify Heartland of any dissatisfaction with the contents of such reportinvestigation. Should If the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be as required by applicable law, or (ii) as recommended or suggested by such report phase one or phase two investigation reports or as may be prudent in light of serious life, health or safety concerns), if any, is in the aggregateaggregate in excess of $1,000,000, exceed the sum of One Hundred Thousand Dollars ($100,000) as reasonably estimated by an environmental expert retained for such purpose by Banterra and reasonably acceptable to HeartlandSummit at its sole expense, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra Summit shall have the right pursuant to Section 7.03 hereof, for a period 9.02(d)(3) of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, this Agreement to terminate this Agreement, which shall be Banterra's sole remedy in such event.

Environmental Reports. Heartland Purchaser acknowledges that it has received a Phase I Environmental Report prepared by Page Engineering, Inc. relating to the Real Property as provided by Seller. Purchaser shall provide to Banterrahave the right, as soon as reasonably practicalat its own cost, but not later than sixty for thirty (6030) days after the date hereofof this Agreement, to obtain a report of a phase one Phase I environmental investigation by an environmental expert retained by Purchaser and reasonably acceptable to Seller on all real property owned (including, without limitation, Other the Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland or its subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereofProperty. If required by the phase one Phase I investigation in Banterra's Purchaser’s reasonable opinion, Heartland Purchaser may, at its own cost, obtain a Phase II investigation by an environmental expert retained by Purchaser and reasonably acceptable to Seller on the Real Property and, in such event, shall provide promptly deliver to Banterra, within sixty (60) days Seller updates of all field work conducted and notes taken by the receipt by Heartland of the request of Banterra therefor, a report of a phase two investigation on properties requiring consultant conducting such additional studyexamination. Banterra Purchaser shall have fifteen ten (1510) business days from the receipt of any such phase two investigation report to notify Heartland Seller in writing of any dissatisfaction material environmental concerns necessary to comply with applicable law. Within ten (10) days of the contents delivery of such reportnotification, Purchaser shall obtain an estimate or indication as described below regarding the cost of taking remedial and corrective actions or the inability to make such an estimate. Should the cost of taking all remedial or other and corrective actions and measures (ia) required by applicable law or reasonably likely to be required by applicable law, or (iib) recommended or suggested by such report or reports or and prudent in light of serious life, health or safety concernsthe findings of such report, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 50,000, as reasonably estimated by an environmental expert promptly retained for such purpose by Banterra Purchaser and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra Purchaser shall have the right right, pursuant to Article X and Section 7.03 8.6 hereof, for a period of fifteen ten (1510) business days following receipt of such estimate or indication that the cost of such actions and measures can cannot be so reasonably estimated, to terminate this AgreementAgreement by providing written notice to Seller within such ten (10) day period. Notwithstanding the foregoing, which in the event the cost of such remedial and corrective measures (i) can be reasonably estimated by an expert retained for such purpose by Purchaser and reasonably acceptable to Seller and (ii) such cost, in the aggregate, exceeds $50,000, then Seller may elect, in its sole discretion, to (i) pay all costs and expenses of remedial and corrective measures, or (ii) reduce the dollar amount of the Deposit Premium (as defined below) to be paid by Purchaser to Seller in an amount equal to the difference between the estimated cost of such remedial and corrective actions and measures, and $50,000, whereupon Purchaser’s right to terminate this Agreement pursuant to Article X and Section 8.6 hereof shall be Banterra's sole remedy in such eventterminated.

Environmental Reports. Heartland Seller shall provide have furnished to Banterra, as soon as reasonably practical, but not later than sixty (60) days after Buyer before the date hereofof this Agreement any environmental reports related to any property owned or being used by Seller. Buyer, at its sole discretion, may obtain a report of a phase one environmental investigation on all real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereofSubsidiaries. If required by the phase one investigation in BanterraBuyer's reasonable opinion, Heartland shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, Buyer may require a report of a phase two investigation on properties requiring such additional study. Banterra Buyer shall have fifteen (15) 5 business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 100,000 but be less than $500,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Buyer and reasonably acceptable to HeartlandSeller, or if then the Per Share Merger Consideration shall be reduced by an amount equal to the estimated cost of such remedial or corrective actions divided by the number of issued and outstanding Seller Common Shares (excluding treasury shares). If such remedial or other corrective actions and measures cannot are or can reasonably be so reasonably estimated by such environmental expert to be such amount or less with any reasonable degree of certaintythan $100,000, then Banterra Buyer shall be obligated to consummate the Merger, subject to the satisfaction of all other conditions to closing set forth herein, without a reduction in the Per Share Merger Consideration. If such remedial or other corrective actions and measures are or can reasonably be estimated by such environmental expert to be in excess of $500,000, then Buyer or Seller, upon providing not less than 10 business days' notice to the other Party, shall have the right pursuant to Section 7.03 hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement. The costs of the phase one and phase two investigations, which if any, shall be Banterra's sole remedy in such eventborne by Buyer.

Environmental Reports. Heartland Seller shall provide Buyer copies of any environmental reports it has obtained or received with respect to Banterrathe Real Estate within 5 Business Days after the date hereof. Buyer, as soon as reasonably practicalin its discretion, but not later than sixty (60) within 20 days after the date hereof, a report of shall order a phase one and/or phase two environmental investigation on all real property owned (including, without limitation, Other report with respect to the Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland or its subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereofSeller. If required by the phase one investigation in Banterra's reasonable opinion, Heartland shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, a report of a phase two investigation on properties requiring such additional study. Banterra Buyer shall have fifteen (15) business days 15 Business Days from the receipt of any such phase two investigation report environmental reports to notify Heartland Seller of any dissatisfaction with the contents of such reportreports. Should the cost of taking all remedial or other corrective actions and measures with respect to the Real Estate in the aggregate (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 50,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Buyer and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certaintycertainty such circumstances shall be deemed an “Environmental Problem.” Upon the occurrence of an Environmental Problem, then Banterra Buyer, by giving written notice to Seller within thirty (30) days from Buyer’s discovery of the Environmental Problem, shall have the right to (A) terminate this Agreement without penalty or (B) to elect to proceed with the Transactions. All costs of any phase one investigation and any phase two investigation or environmental report requested pursuant to this Section 7.03 hereof, for a period which does not recommend or suggest the taking of fifteen (15) business days following receipt of such estimate any remedial or indication that the cost of such corrective actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be Banterra's at Buyer’s sole remedy in cost and expense. Seller agrees to pay the costs of any phase two investigation prepared or conducted at Buyer’s request pursuant to this Section which recommends or suggests the taking of remedial or corrective action. Buyer does hereby agree to restore at its cost any property for which it has undertaken an environmental investigation to the condition existing immediately prior to such eventinvestigation if the investigation does not recommend or suggest the taking of remedial or corrective action.

Environmental Reports. Heartland shall provide to BanterraBuyers may perform, as soon as reasonably practicalpracticable, but not later than sixty ninety (6090) days after the date hereof, a report of and pay for, a phase one environmental investigation and/or asbestos survey by Environmental Operations, Inc. or any other firm designated by Buyers, or any of them, on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated by Heartland Seller or any of its subsidiaries the Seller Subsidiaries as of the date hereof (other than but excluding space in retail and similar establishments leased by Heartland or any of its subsidiaries Seller for automatic teller machines)machines or leased bank branch facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property) and within ten fifteen (1015) days after being notified by Sellers of the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries any of the Seller Subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries Seller for automatic teller machinesmachines or leased bank facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the results of the phase one investigation indicate, in Banterra's Buyers' reasonable opinion, Heartland shall provide to Banterrathat additional investigation is warranted, within sixty (60) days of the receipt by Heartland of the request of Banterra thereforBuyers may perform, a report of at Buyers' expense, a phase two subsurface investigation or investigations by Environmental Operations, Inc. on properties requiring deemed to warrant such additional study. Banterra Buyers shall have fifteen (15) business days from the receipt of perform any such phase two investigation as soon as reasonably practicable after receipt of the phase one report(s) for such properties and, in any event, shall notify Seller and Environmental Operations, Inc. within fifteen (15) days after receipt of the phase one report to notify Heartland of that Environmental Operations, Inc. should promptly commence any dissatisfaction with the contents of such reportphase two investigation. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended by Environmental Operations, Inc. in such phase one or suggested by such two report or reports or prudent in light of serious life, health or safety concernsreports, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 750,000, as reasonably estimated by an environmental expert retained for such purpose by Banterra and reasonably acceptable to HeartlandEnvironmental Operations, Inc., or if the cost of such actions and or measures cannot be so reasonably estimated by such expert Environmental Operations, Inc. to be such amount amounts or less with any reasonable degree of certainty, then Banterra Buyers shall have the right pursuant to Section 7.03 7.01(e) hereof, for a period of fifteen (15) business days following receipt from Environmental Operations, Inc. of such estimate or indication that the cost of such actions and measures can cannot be so reasonably estimated, to terminate this Agreement, which shall be Banterra's sole remedy in such event.

Environmental Reports. Heartland Association shall provide Peoples copies of any environmental reports it has obtained or received with respect to Banterrathe Real Property within five business days after the date hereof. Peoples, as soon as reasonably practicalin its discretion, but not later than sixty (60) within 20 days after the date hereof, a report of shall order a phase one and/or phase two environmental investigation on all report with respect to any real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as estate of the date hereof (other than space in retail and similar establishments leased by Heartland Association; provided, however, that no such reports may be requested with respect to single family non-agricultural property of one acre or less unless Peoples has reason to believe that such property might contain any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition waste materials or lease of any real property acquired or leased by Heartland or its subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereofmight be contaminated. If required by the phase one investigation in Banterra's reasonable opinion, Heartland shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, a report of a phase two investigation on properties requiring such additional study. Banterra Peoples shall have fifteen (15) 15 business days from the receipt of any such phase two investigation report environmental reports to notify Heartland the Association of any dissatisfaction with the contents of such reportreports. Should the cost of taking all remedial or other corrective actions and measures with respect to all of such real estate, (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 10,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Peoples and reasonably acceptable to Heartlandthe Association, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certaintycertainty such circumstances shall be deemed an “Environmental Problem.” Upon the occurrence of an Environmental Problem, then Banterra Peoples shall have the right pursuant to Section 7.03 hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, . All costs of any phase one investigation and any phase two investigation or environmental report requested pursuant to this Section which does not recommend or suggest the taking of any remedial or corrective actions shall be Banterra's at Peoples’ sole remedy in cost and expense. Association agrees to pay the costs of any phase two investigation prepared or conducted at Peoples’ request pursuant to this Section which recommends or suggests the taking of remedial or corrective action. Peoples does hereby agree to restore at its cost any property for which it has undertaken an environmental investigation to the condition existing immediately prior to such eventinvestigation if the investigation does not recommend or suggest the taking of remedial or corrective action.

Environmental Reports. Heartland Seller shall provide to BanterraBuyers, --------------------- as soon as reasonably practical, but not later than sixty forty-five (6045) days after the date hereof, a report of a phase one environmental investigation report (prepared by a firm reasonably acceptable to Buyers) on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated by Heartland Seller or any of its subsidiaries Seller Subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries any of Seller Subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation investigation, in Banterra's Buyers' reasonable opinion, Heartland Seller shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, a report of Buyers a phase two investigation report (prepared by a firm reasonably acceptable to Buyers) on properties requiring such additional study. Banterra Buyers shall have fifteen (15) business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Ten Thousand Dollars ($100,000) 10,000), as reasonably estimated by an such environmental expert retained for such purpose by Banterra and reasonably acceptable to Heartlandconsulting firm, or if the cost of such actions and measures cannot be so reasonably estimated by such expert firm to be such amount or less with any reasonable degree of certainty, then Banterra Buyers shall have the right pursuant to Section 7.03 7.01(f) hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be Banterra's sole remedy in such event.

Environmental Reports. Heartland Bancorp and Bank shall provide to BanterraAcquiror, as soon as reasonably practical, but not later than sixty (60) 45 days after the date hereof, a report Vista Environmental Report (a sample of which is attached to Acquiror's Disclosure Letter) containing a phase one preliminary environmental investigation on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated (including OREO) by Heartland Bancorp or any of its subsidiaries Bank as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased (including OREO) by Heartland the Bancorp or its subsidiaries Bank after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one said preliminary investigation in BanterraAcquiror's reasonable opinion, Heartland Bancorp and Bank shall provide to BanterraAcquiror a phase one and, within sixty (60) days of the receipt by Heartland of the request of Banterra thereforif necessary in Acquiror's reasonable opinion, a report of a phase two environmental report of further investigation on properties requiring such additional study. Banterra The expenses of all reports shall be borne by Bancorp or Bank. Acquiror shall have fifteen (15) business days 15 Business Days from the receipt of any such phase two investigation a report pursuant to this Section 5.12 to notify Heartland Bancorp and Bank of any dissatisfaction with objections to the contents of such report. Should the cost costs of taking all remedial or other and corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in the light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 25,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Bancorp or Bank and reasonably acceptable to HeartlandAcquiror, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount $25,000 or less with any reasonable degree of certainty, then Banterra such costs of remedial and corrective actions and measures shall be deemed to be Significant Liabilities as defined in this Agreement. Acquiror shall have the right pursuant to Section 7.03 hereof10.1(h) hereof and Bancorp and Bank shall have the right pursuant to Section 10.1(j) hereto, for a period of fifteen (15) business days 10 Business Days following receipt of such estimate or indication that the cost costs of such actions and measures are reasonably estimated to exceed $1,500,000 on an after tax basis or can not be so reasonably estimatedestimated to be less than $1,500,000 on an after tax basis, to terminate this Agreement, which shall be Banterra's sole remedy in such eventwithout liability to Bancorp or Bank or Section 5.12.

Environmental Reports. Heartland Seller shall provide have furnished to Banterra, as soon as reasonably practical, but not later than sixty (60) days after Buyer before the date hereofof this Agreement any environmental reports related to any property owned or being used by Seller. Buyer, in its sole discretion, may obtain, at its expense, a report of a phase one environmental investigation on all real property owned (including, without limitation, Other Real Estate Owned and property or leased or operated by Heartland Seller or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland or its subsidiaries after the date hereof Subsidiaries (but excluding space in office or retail and similar establishments leased by Heartland Seller or any of its subsidiaries Subsidiaries for automatic teller machinesmachines or bank branch facilities or other office uses where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation investigation, in BanterraBuyer's reasonable opinion, Heartland shall provide to BanterraBuyer may require, within sixty (60) days of the receipt by Heartland of the request of Banterra thereforat its expense, a report of a phase two investigation on properties requiring such additional study. Banterra Buyer shall have fifteen five (155) business days from the receipt of any such phase two investigation report to notify Heartland Seller of any reasonable dissatisfaction with the contents of such report. Buyer shall provide Seller with copies of all phase one and phase two investigation reports promptly after Buyer's receipt of such reports. Buyer shall indemnify and hold harmless Seller from and against any and all damages, losses, claims, actions, or lawsuits arising from or related to any acts or omissions of Seller's environmental experts and their agents. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) reasonably recommended or suggested by such report or reports or reasonably prudent in light of serious life, health health, or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 100,000 but be less than $500,000, as reasonably estimated by an environmental expert retained for such purpose by Banterra and reasonably acceptable to HeartlandBuyer, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount $50,000 or less with any reasonable degree of certainty, then Banterra the Total Merger Consideration shall be reduced by an amount equal to the estimated cost of such remedial or corrective actions, provided, however, that in the event Seller, at its expense, retains its own environmental expert who disagrees with Buyer's expert regarding (x) whether any remedial actions are required, reasonably likely to be required, or reasonably prudent, or (y) the estimated cost of remedial actions, then such disagreement(s) shall be settled by a third environmental expert, selected, retained, and compensated jointly by Buyer and Seller, whose determination shall be final. If such remedial or other corrective actions and measures are or can reasonably be estimated by such environmental expert to be less than $100,000, then Buyer shall be obligated to consummate the Corporate Merger, subject to the satisfaction of all other conditions to Closing set forth herein, without a reduction in the Total Merger Consideration. If such remedial or other corrective actions and measures are or can reasonably be estimated by such environmental expert to be in excess of $500,000, then Buyer or Seller, upon providing not less than ten (10) business days' notice to the other Parties, shall have the right pursuant to Section 7.03 hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be Banterra's sole remedy in such event.

Environmental Reports. Heartland shall provide to BanterraBuyers may perform, as soon as --------------------- reasonably practicalpracticable, but not later than sixty ninety (6090) days after the date hereof, a report of a phase one environmental investigation and/or asbestos survey by Environmental Operations, Inc. or any other firm designated by Buyers, or any of them, on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated by Heartland Seller or any of its subsidiaries the Seller Subsidiaries as of the date hereof (other than but excluding space in retail and similar establishments leased by Heartland or any of its subsidiaries Seller for automatic teller machines)machines or leased bank branch facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property) and within ten fifteen (1015) days after being notified by Sellers of the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries any of the Seller Subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries Seller for automatic teller machinesmachines or leased bank facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the results of the phase one investigation indicate, in Banterra's Buyers' reasonable opinion, Heartland shall provide to Banterrathat additional investigation is warranted, within sixty (60) days of the receipt by Heartland of the request of Banterra thereforBuyers may perform, a report of at Buyers' expense, a phase two subsurface investigation or investigations by Environmental Operations, Inc. on properties requiring deemed to warrant such additional study. Banterra Buyers shall have fifteen (15) business days from the receipt of perform any such phase two investigation as soon as reasonably practicable after receipt of the phase one report(s) for such properties and, in any event, shall notify Seller and Environmental Operations, Inc. within fifteen (15) days after receipt of the phase one report to notify Heartland of that Environmental Operations, Inc. should promptly commence any dissatisfaction with the contents of such reportphase two investigation. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended by Environmental Operations, Inc. in such phase one or suggested by such two report or reports or prudent in light of serious life, health or safety concernsreports, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 1,000,000, as reasonably estimated by an environmental expert retained for such purpose by Banterra and reasonably acceptable to HeartlandEnvironmental Operations, Inc., or if the cost of such actions and or measures cannot be so reasonably estimated by such expert Environmental Operations, Inc. to be such amount amounts or less with any reasonable degree of certainty, then Banterra Buyers shall have the right pursuant to Section 7.03 hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be Banterra's sole remedy in such event.to

Environmental Reports. Heartland Prime shall provide disclose to Banterra, as soon as reasonably practical, but not later than sixty (60) days after Summit all matters of the types described in Section 2.22 hereof which Prime would have been required to disclose to Summit on the date hereof if known to Prime on the date hereof, a report of as such become known to Prime between the date hereof and the Effective Time. In addition, Summit may at its expense perform, or cause to be performed, a phase one environmental investigation investigation, an asbestos survey, or both of the foregoing, (i) within 90 days following the date of this Agreement, on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated by Heartland Prime or any of its subsidiaries as of the date hereof of this Agreement (other than but excluding space in retail and or similar establishments leased by Heartland or any of its subsidiaries Prime for automatic teller machinesmachines or leased Bank branch facilities where the space leased by Prime comprises less than 20% of the total space leased to all tenants of such property), and (ii) and within ten (10) 15 days after being notified by Prime of the acquisition or lease of any real property acquired or leased by Heartland it or its subsidiaries after the date hereof of this Agreement, on the real property so acquired or leased (but excluding space in office retail or retail and similar establishments leased by Heartland or its subsidiaries Prime for automatic teller machinesmachines or leased Bank branch facilities where the space leased by Prime comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the results of a phase one investigation (whether requested by Prime or Summit) indicate, in Banterra's the reasonable opinionopinion of Summit, Heartland shall provide to Banterrathat additional investigation is warranted, Summit may at its expense, within sixty (60) 15 days after receipt of the receipt by Heartland of the request of Banterra thereforparticular phase one report, a report of perform or cause to be performed a phase two investigation on the property or properties requiring deemed by Summit to warrant such additional study. Banterra shall have fifteen (15) business study or notify Prime and an environmental consulting firm within 15 days from after the receipt of any such the particular phase one report that the environmental consulting firm should promptly commence a phase two investigation report to notify Heartland of any dissatisfaction with the contents of such reportinvestigation. Should If the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be as required by applicable law, or (ii) as recommended or suggested by phase one or phase two investigation reports (without regard to who requested such report reports) or reports or as may be prudent in light of serious life, health or safety concerns), if any, is in the aggregateaggregate in excess of $3,000,000, exceed the sum of One Hundred Thousand Dollars ($100,000) as reasonably estimated by an environmental expert retained for such purpose by Banterra and reasonably acceptable to HeartlandSummit at its sole expense, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra Summit shall have the right pursuant to Section 7.03 hereof, for a period 9.02(d)(3) of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, this Agreement to terminate this Agreement, which shall be Banterra's sole remedy in such event.

Environmental Reports. Heartland Landmark shall provide to BanterraTrustCo, as soon as reasonably practical, but not later than sixty forty-five (6045) days after the date hereof, a report of a phase one environmental investigation on all the real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as identified on Section 2.13.2 of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) Disclosure Schedule, if any, and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland Landmark or its subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland Landmark or its subsidiaries for automatic teller machinesmachines or bank branch facilities or other office uses where the leased space comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) 4.1.2.14 hereof. If required by the phase one investigation in BanterraTrustCo's reasonable opinion, Heartland Landmark shall provide to BanterraTrustCo, within sixty (60) days of the receipt by Heartland Landmark of the request of Banterra TrustCo therefor, a report of a phase two investigation on properties requiring such additional study. Banterra TrustCo shall have fifteen (15) business days from the receipt of any such phase two investigation report to notify Heartland Landmark of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 100,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra TrustCo and reasonably acceptable to HeartlandLandmark, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra TrustCo shall have the right pursuant to Section 7.03 7.3 hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be BanterraTrustCo's sole remedy in such event.

Environmental Reports. Heartland Seller shall provide have furnished to BanterraBuyer before the date of this Agreement any environmental reports related to any property owned or being used by Seller. Buyer, at its sole discretion, may obtain, as soon as reasonably practical, but not later than sixty (60) 30 days after the date hereof (or within ten days after the acquisition of lease of any real property acquired or leased after the date hereof), a report of a phase one environmental investigation on all real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries after the date hereof Subsidiaries (but excluding space in office or retail and similar establishments leased by Heartland Seller or its subsidiaries for automatic teller machinesmachines or bank branch facilities or other office uses where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation in BanterraBuyer's reasonable opinion, Heartland Seller shall provide to BanterraBuyer, within sixty (60) 40 days of the receipt by Heartland Seller of the request of Banterra Buyer therefor, a report of a phase two investigation on properties requiring such additional study. Banterra Buyer shall have fifteen (15) 5 business days to request Seller to obtain a phase two investigation report. Buyer shall have 5 business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 150,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Buyer and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra Buyer shall have the right pursuant to Section 7.03 7.1 hereof, for a period of fifteen (15) ten business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be BanterraBuyer's sole remedy in such event. The costs of the phase one and phase two investigations, if any, shall be paid by Buyer.

Environmental Reports. Heartland Bancorp and Bank shall provide to BanterraFBA, as soon as reasonably practical, but not later than sixty forty five (6045) days after the date hereof, a report of a phase one environmental investigation on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated by Heartland Bancorp or any of its subsidiaries Bancorp Subsidiary as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries Bancorp for automatic teller machines)) , and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland Bancorp or its subsidiaries any Bancorp Subsidiary after the date hereof (but excluding other than space in office or retail and similar establishments leased by Heartland or its subsidiaries operated for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereof4.01(b)(ix). If required by the phase one investigation investigation, in BanterraFBA's reasonable opinion, Heartland Bancorp shall obtain and provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, FBA a report of a phase two investigation on properties requiring such additional study. Banterra FBA shall have fifteen (15) business days from the receipt of any such phase two investigation report to notify Heartland Bancorp of any dissatisfaction with objection to the contents of such report. Should the cost of taking all remedial or other and corrective actions and measures with respect to any real property owned by Bancorp or any Bancorp Subsidiary (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 400,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra FBA and reasonably acceptable to HeartlandBancorp, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount $400,000 or less with any a reasonable degree of certainty, then Banterra FBA shall have the right pursuant to Section 7.03 7.05 hereof, for a period of fifteen ten (1510) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be BanterraFBA's sole remedy in such event.

Environmental Reports. Heartland shall provide to BanterraBuyer, at the expense of Buyers, --------------------- may perform, as soon as reasonably practicalpracticable, but not later than sixty ninety (6090) days after the date hereof, a report of a phase one environmental investigation and/or asbestos survey by Environmental Operations, Inc. on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated by Heartland Seller or any of its subsidiaries the Seller Subsidiaries as of the date hereof (other than but excluding space in retail and similar establishments leased by Heartland or any of its subsidiaries Seller for automatic teller machines)machines or leased bank branch facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property) and within ten fifteen (1015) days after being notified by Sellers of the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries any of the Seller Subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries Seller for automatic teller machinesmachines or leased bank facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the results of the phase one investigation indicate, in Banterra's Buyers' reasonable opinion, Heartland shall provide to Banterrathat additional investigation is warranted, within sixty (60) days of the receipt by Heartland of the request of Banterra thereforBuyers may perform, a report of at Buyers' expense, a phase two subsurface investigation or investigations by Environmental Operations, Inc. on properties requiring deemed to warrant such additional study. Banterra Buyers shall have fifteen (15) business days from the receipt of perform any such phase two investigation report to notify Heartland as soon as reasonably practicable after receipt of any dissatisfaction with the contents of phase one report(s) for such reportproperties. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended by Environmental Operations, Inc. in such phase one or suggested by such phase two report or reports or prudent in light of potentially serious life, health or safety concerns, in the aggregate, exceed the sum of One Five Hundred Thousand Dollars ($100,000) 500,000), as reasonably estimated by an environmental expert retained for such purpose by Banterra and reasonably acceptable to HeartlandEnvironmental Operations, Inc. or if the cost of such actions and or measures cannot be so reasonably estimated by such expert Environmental Operations, Inc. to be such amount amounts or less with any reasonable degree of certainty, then Banterra Buyers shall have the right pursuant to Section 7.03 7.01(e) hereof, for a period of fifteen (15) business days following receipt from Environmental Operations, Inc. of such estimate or indication that the cost of such actions and measures can cannot be so reasonably estimated, to terminate this Agreement, which shall be Banterra's sole remedy in such event.

Environmental Reports. Heartland Seller shall provide have furnished to Banterra, as soon as reasonably practical, but not later than sixty (60) days after Buyer before the date hereofof this Agreement any environmental reports related to any property owned or being used by Seller. Buyer, at its sole discretion, may obtain a report of a phase one environmental investigation on all real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries after the date hereof Subsidiaries (but excluding space in office or retail and similar establishments leased by Heartland Seller or its subsidiaries for automatic teller machinesmachines or bank branch facilities or other office uses where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation in Banterra's Buyer’s reasonable opinion, Heartland shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, Buyer may require a report of a phase two investigation on properties requiring such additional study. Banterra Buyer shall have fifteen (15) 5 business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 50,000 but be less than $500,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Buyer and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount $50,000 or less with any reasonable degree of certainty, then Banterra the Per Share Merger Consideration shall be reduced by an amount equal to (a) the estimated cost of such remedial or corrective actions divided by (b) the sum of (i) the number of issued and outstanding Seller Common Shares (excluding treasury shares) and (ii) the Seller Options. If such remedial or other corrective actions and measures are or can reasonably be estimated by such environmental expert to be less than $50,000, then Buyer shall be obligated to consummate the Merger, subject to the satisfaction of all other conditions to closing set forth herein, without a reduction in the Per Share Merger Consideration. If such remedial or other corrective actions and measures are or can reasonably be estimated by such environmental expert to be in excess of $500,000, then Buyer or Seller, upon providing not less than 10 business days’ notice to the other party, shall have the right pursuant to Section 7.03 hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement. The costs of the phase one and phase two investigations, which if any, shall be Banterra's sole remedy in such eventborne by Buyer.

Environmental Reports. Heartland Seller shall provide make available to BanterraBuyer copies of any environmental reports it has obtained or received with respect to the WEB Real Estate and the OREO within ten (10) Business Days after the date hereof. Buyer, as soon as reasonably practicalin its discretion, but not later than sixty within thirty (6030) days after the date hereof, a report of may order a phase one environmental investigation on all real property owned (including, without limitation, Other report with respect to any Real Estate Owned of Seller and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland or its subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation in Banterra's reasonable opinion, Heartland shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, a report of may order a phase two investigation on properties requiring environmental report if a phase one report has reasonably indicated an Environmental Problem; provided, however, that no such additional studyreports may be requested with respect to single family non-agricultural property of one acre or less unless Buyer has a good faith reason to believe that such property might contain Hazardous Materials. Banterra Buyer shall have fifteen (15) business days Business Days from the receipt of any such phase two investigation report environmental reports to notify Heartland Seller of any dissatisfaction with the contents of such reportreports. Should the cost (the “Environmental Remedial Cost”) of taking all remedial or other corrective actions and measures with respect to all Real Estate, in the aggregate (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 250,000, after taking into consideration the reimbursement of Seller through any insurance policy, as reasonably estimated by an environmental expert retained for such purpose by Banterra Buyer and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra such circumstances shall have the right be deemed an “Environmental Problem.” All costs of any phase one investigation and any phase two investigation or environmental report requested pursuant to this Section 7.03 hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be Banterra's at Buyer’s sole remedy in cost and expense. Buyer does hereby agree to restore at its cost any property for which it has undertaken an environmental investigation to the condition existing immediately prior to such eventinvestigation.

Environmental Reports. Heartland Seller shall provide Buyer copies of any environmental reports it has obtained or received with respect to Banterrathe Real Estate and all OREO within 5 Business Days after the date hereof. Buyer, as soon as reasonably practicalin its discretion, but not later than sixty (60) within 20 days after the date hereof, a report of shall order a phase one and/or phase two environmental investigation on all real property owned (including, without limitation, Other report with respect to any Real Estate Owned and property leased or operated by Heartland or any OREO of its subsidiaries as Seller; provided, however, that no such reports may be requested with respect to single family non-agricultural property of one acre or less unless the date hereof (other than space in retail and similar establishments leased by Heartland Buyer has reason to believe that such property might contain any waste materials or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland or its subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereofmight be contaminated. If required by the phase one investigation in Banterra's reasonable opinion, Heartland shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, a report of a phase two investigation on properties requiring such additional study. Banterra Buyer shall have fifteen (15) business days 15 Business Days from the receipt of any such phase two investigation report environmental reports to notify Heartland Seller of any dissatisfaction with the contents of such reportreports. Should the cost of taking all remedial or other corrective actions and measures with respect to all Real Estate and OREO, in the aggregate (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 500,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Buyer and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certaintycertainty such circumstances shall be deemed an “Environmental Problem.” Upon the occurrence of an Environmental Problem, then Banterra Buyer shall have the right to elect not to purchase the Real Estate for the Branch Office, Home Office or OREO affected by the Environmental Problem by giving written notice to Seller within thirty (30) days from Buyer’s discovery of the Environmental Problem and to proceed with the Transactions, without acquiring the affected Real Estate. In such event, the Purchase Price will be reduced by the Fair Market Value of the Real Estate not purchased. All costs of any phase one investigation and any phase two investigation or environmental report requested pursuant to this Section 7.03 hereof, for a period which does not recommend or suggest the taking of fifteen (15) business days following receipt of such estimate any remedial or indication that the cost of such corrective actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be Banterra's at Buyer’s sole remedy in cost and expense. Seller or AM TRU agree to pay the costs of any phase two investigation prepared or conducted at Buyer’s request pursuant to this Section which recommends or suggests the taking of remedial or corrective action. Buyer does hereby agree to restore at its cost any property for which it has undertaken an environmental investigation to the condition existing immediately prior to such eventinvestigation if the investigation does not recommend or suggest the taking of remedial or corrective action.

Environmental Reports. Heartland Prime shall provide disclose to Banterra, as soon as reasonably practical, but not later than sixty (60) days after Summit all matters of the types described in Section 2.22 hereof which Prime would have been required to disclose to Summit on the date hereof if known to Prime on the date hereof, a report of as such become known to Prime between the date hereof and the Effective Time. In addition, Summit may at its expense perform, or cause to be performed, a phase one environmental investigation investigation, an asbestos survey, or both of the foregoing, (i) within 90 days following the date of this Agreement, on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated by Heartland Prime or any of its subsidiaries as of the date hereof of this Agreement (other than but excluding space in retail and or similar establishments leased by Heartland or any of its subsidiaries Prime for automatic teller machinesmachines or leased bank branch facilities where the space leased by Prime comprises less than 20% of the total space leased to all tenants of such property), and (ii) and within ten (10) 15 days after being notified by Prime of the acquisition or lease of any real property acquired or leased by Heartland it or its subsidiaries after the date hereof of this Agreement, on the real property so acquired or leased (but excluding space in office retail or retail and similar establishments leased by Heartland or its subsidiaries Prime for automatic teller machinesmachines or leased bank branch facilities where the space leased by Prime comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the results of a phase one investigation (whether requested by Prime or Summit) indicate, in Banterra's the reasonable opinionopinion of Summit, Heartland shall provide to Banterrathat additional investigation is warranted, Summit may at its expense, within sixty (60) 15 days after receipt of the receipt by Heartland of the request of Banterra thereforparticular phase one report, a report of perform or cause to be performed a phase two investigation on the property or properties requiring deemed by Summit to warrant such additional study. Banterra shall have fifteen (15) business study or notify Prime and an environmental consulting firm within 15 days from after the receipt of any such the particular phase one report that the environmental consulting firm should promptly commence a phase two investigation report to notify Heartland of any dissatisfaction with the contents of such reportinvestigation. Should If the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be as required by applicable law, or (ii) as recommended or suggested by phase one or phase two investigation reports (without regard to who requested such report reports) or reports or as may be prudent in light of serious life, health or safety concerns), if any, is in the aggregateaggregate in excess of $3,000,000, exceed the sum of One Hundred Thousand Dollars ($100,000) as reasonably estimated by an environmental expert retained for such purpose by Banterra and reasonably acceptable to HeartlandSummit at its sole expense, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra Summit shall have the right pursuant to Section 7.03 hereof, for a period 9.02(d)(3) of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, this Agreement to terminate this Agreement, which shall be Banterra's sole remedy in such event.

Environmental Reports. Heartland shall provide to Banterra, as soon as reasonably practical, but not later than sixty (60) Within 75 days after the --------------------- date hereof, a report Buyer, with the cooperation of Seller and at Buyer's expense, may perform, through an environmental consulting firm selected by Buyer, a phase one environmental investigation and an asbestos survey on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated by Heartland Seller or any of its subsidiaries Seller Subsidiaries as of the date hereof (other than but excluding space in retail and similar establishments leased by Heartland or any of its subsidiaries Seller for automatic teller machines)machines or bank branch facilities where the space leased comprises less than 20% of the total space leased to all tenants of such property) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries any of Seller Subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries Seller for automatic teller machinesmachines or bank branch facilities where the space leased comprises less that 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the results of the phase one investigation so recommend or warrant additional investigation, in BanterraBuyer's reasonable opinionsole discretion, Heartland shall provide to BanterraBuyer, within sixty (60) days during such 75-day period, and with the cooperation of the receipt Seller, may perform, through an environmental consulting firm selected by Heartland of the request of Banterra thereforBuyer, a report of at Buyer's expense, a phase two investigation on properties requiring warranting such additional study. Banterra Buyer shall have fifteen (15) business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 50,000, as reasonably estimated by an the environmental expert retained for such purpose by Banterra and reasonably acceptable to Heartlandconsulting firm, or if the cost of such actions and measures cannot be so reasonably estimated by such expert firm to be such amount or less with any reasonable degree of certainty, then Banterra Buyer shall have the right pursuant to Section 7.03 7.01(e) hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be Banterra's sole remedy in such event.

Environmental Reports. Heartland Seller and the Bank shall provide --------------------- to BanterraAcquiror, as soon as reasonably practical, but not later than sixty forty five (6045) days after the date hereof, a report of a phase one environmental investigation on all real property owned (includingowned, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries the Bank as of the date hereof (other than (i) space in retail and similar establishments leased by Heartland or any of its subsidiaries the Bank for automatic teller machinesmachines and (ii) property a majority of the space in which is occupied by parties other than the Bank)) , and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland or its subsidiaries the Bank after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machinesother than the two categories of property excluded above), except as otherwise provided in Section 4.01(b)(xiv) hereof4.01(h). The cost of obtaining such reports shall be split equally between Seller and Acquiror. If required by any recognized environmental conditions are identified in the phase one report, and additional investigation thereof is required in BanterraAcquiror's reasonable opinion, Heartland Seller shall promptly obtain and provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, Acquiror a report of a phase two investigation regarding such recognized environmental conditions on properties requiring with respect to which such additional studyinvestigation is required (the costs of such investigation to be paid by Acquiror). Banterra Acquiror shall have fifteen (15) business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with objection to the contents property in question arising from the results of such reportany phase two investigation. Should the cost estimated costs of taking all remedial or other and corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or Environmental Law (iithe "Estimated Remediation Costs") recommended or suggested by such report or reports or prudent in light of serious life, health or safety concernsexceed, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 100,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Acquiror and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount $100,000 or less with any a reasonable degree of certainty, then Banterra Acquiror shall have the right pursuant to Section 7.03 hereof7.01(e), for a period of fifteen ten (1510) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be BanterraAcquiror's sole remedy in such event. If the Estimated Remediation Costs are $100,000 or less, then Seller shall promptly either (I) cause the remedial and corrective actions contemplated in the phase two report or reports to be taken in a manner reasonably satisfactory to Acquiror, or (II) notify Acquiror in writing that Seller does not intend to cause such remedial and corrective actions to be taken, in which case the Net Equity, Closing Net Equity and Final Net Equity shall each be reduced by $100,000.

Environmental Reports. Heartland Seller shall provide have furnished to BanterraBuyer before the date of this Agreement any environmental reports related to any property owned or being used by Seller. Buyer, at its sole discretion, may obtain, as soon as reasonably practical, but not later than sixty (60) 30 days after the date hereof (or within ten days after the acquisition of lease of any real property acquired or leased after the date hereof), a report of a phase one environmental investigation on all real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland Seller or its subsidiaries after the date hereof Subsidiaries (but excluding space in office or retail and similar establishments leased by Heartland Seller or its subsidiaries for automatic teller machinesmachines or bank branch facilities or other office uses where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation in BanterraBuyer's reasonable opinion, Heartland Seller shall provide to BanterraBuyer, within sixty (60) 40 days of the receipt by Heartland Seller of the request of Banterra Buyer therefor, a report of a phase two investigation on properties requiring such additional study. Banterra Buyer shall have fifteen (15) 5 business days to request Seller to obtain a phase two investigation report. Buyer shall have 5 business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 150,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Buyer and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra Buyer shall have the right pursuant to Section 7.03 hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be Banterra's sole remedy in such event.to

Environmental Reports. Heartland MFC shall provide UCB copies of any environmental reports it has obtained or received with respect to Banterrareal property owned, as soon as reasonably practicalleased or operated by MFC or its Subsidiaries within 5 days after the date hereof. UCB, but not later than sixty (60) within 20 days after the date hereof, a report of shall order a phase one environmental investigation on all report of real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland MFC or its subsidiaries after Subsidiaries as to which UCB has not been provided reports pursuant to the date hereof (but excluding space in office foregoing sentence for which UCB desires a phase one environmental investigation. No such reports shall be requested with respect to single family non-agricultural residential property of one acre or retail and similar establishments leased by Heartland less unless UCB has reason to believe that such property might contain any such waste materials or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereofmight be contaminated. If required by the any phase one investigation or similar environmental report provided to or obtained by UCB pursuant to this Section 6.11 in BanterraUCB's reasonable opinion, Heartland and within 10 days after learning of such requirement, UCB shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, order a report of a phase two investigation on properties requiring such additional study. Banterra UCB shall have fifteen (15) business days from the receipt of any such phase two investigation report to notify Heartland MFC of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 250,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra UCB and reasonably acceptable to HeartlandMFC, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, then Banterra UCB shall have the right pursuant to Section 7.03 7.03(f) hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can cannot be so reasonably estimated, to terminate this Agreement, which shall be BanterraUCB's sole remedy in such event. UCB agrees to pay the costs of any phase one investigation or environmental report requested pursuant to this section and the cost of any phase two investigation prepared or conducted at UCB's request pursuant to this section which does not recommend or suggest as being appropriate the taking of any remedial or corrective actions. MFC agrees to pay the costs of any phase two investigation prepared or conducted at UCB's request pursuant to this section which recommends or suggests as being appropriate the taking of any remedial or corrective action.

Environmental Reports. Heartland Seller shall provide have furnished to BanterraBuyer before the date of this Agreement any environmental reports related to any property owned or being used by Seller. Buyer, at its sole discretion, may obtain, as soon as reasonably practical, but not later than sixty (60) 45 days after the date hereof, a report of a phase one environmental investigation on all real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of any real property acquired or leased by Heartland or its subsidiaries after the date hereof hereof), a report of a phase one environmental investigation on real property owned or leased by Seller or its Subsidiaries (but excluding space in office or retail and similar establishments leased by Heartland Seller or its subsidiaries for automatic teller machinesmachines or bank branch facilities or other office uses where the space leased comprises less than 20% of the total space leased to all tenants of such property), except as otherwise provided in Section 4.01(b)(xiv) hereof. If required by the phase one investigation in BanterraBuyer's reasonable opinion, Heartland Seller shall provide to BanterraBuyer, within sixty (60) 40 days of the receipt by Heartland Seller of the request of Banterra Buyer therefor, a report of a phase two investigation on properties requiring such additional study. Banterra Buyer shall have fifteen (15) 5 business days from the receipt of any such phase two investigation report to notify Heartland Seller of any dissatisfaction with the contents of such report. Should the cost of taking all remedial or other corrective actions and measures (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 250,000 but be less than $1,000,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Buyer and reasonably acceptable to HeartlandSeller, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount $250,000 or less with any reasonable degree of certainty, then Banterra the Per Share Merger Consideration shall have be reduced by an amount equal to (a) the right pursuant to Section 7.03 hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the estimated cost of such remedial or corrective actions and measures can not be so reasonably estimated, to terminate this Agreement, which shall be Banterra's sole remedy in such event.divided by (b) the sum of (i) the number of

Environmental Reports. Heartland Liberty shall provide Peoples copies of any environmental reports it has obtained or received with respect to Banterrathe Real Property within five business days after the date hereof. Peoples, as soon as reasonably practicalin its discretion, but not later than sixty (60) within 20 days after the date hereof, a report of shall order a phase one and/or phase two environmental investigation on all real property owned (including, without limitation, Other Real Estate Owned and property leased or operated by Heartland or any of its subsidiaries as of the date hereof (other than space in retail and similar establishments leased by Heartland or any of its subsidiaries for automatic teller machines)) and within ten (10) days after the acquisition or lease of report with respect to any real estate of Liberty; provided, however, that no such reports may be requested with respect to single family non-agricultural property acquired of one acre or leased by Heartland less unless Peoples has reason to believe that such property might contain any waste materials or its subsidiaries after the date hereof (but excluding space in office or retail and similar establishments leased by Heartland or its subsidiaries for automatic teller machines), except as otherwise provided in Section 4.01(b)(xiv) hereofmight be contaminated. If required by the phase one investigation in Banterra's reasonable opinion, Heartland shall provide to Banterra, within sixty (60) days of the receipt by Heartland of the request of Banterra therefor, a report of a phase two investigation on properties requiring such additional study. Banterra Peoples shall have fifteen (15) 15 business days from the receipt of any such phase two investigation report environmental reports to notify Heartland Liberty of any dissatisfaction with the contents of such reportreports. Should the cost of taking all remedial or other corrective actions and measures with respect to all of such real estate, (i) required by applicable law or reasonably likely to be required by applicable law, or (ii) recommended or suggested by such report or reports or prudent in light of serious life, health or safety concerns, in the aggregate, exceed the sum of One Hundred Thousand Dollars ($100,000) 10,000 as reasonably estimated by an environmental expert retained for such purpose by Banterra Peoples and reasonably acceptable to HeartlandLiberty, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certaintycertainty such circumstances shall be deemed an “Environmental Problem.” Upon the occurrence of an Environmental Problem, then Banterra Peoples shall have the right pursuant to Section 7.03 hereof, for a period of fifteen (15) business days following receipt of such estimate or indication that the cost of such actions and measures can not be so reasonably estimated, to terminate this Agreement, which . All costs of any phase one investigation and any phase two investigation or environmental report requested pursuant to this Section that does not recommend or suggest the taking of any remedial or corrective actions shall be Banterra's at Peoples’ sole remedy in cost and expense. Liberty agrees to pay the costs of any phase two investigation prepared or conducted at Peoples’ request pursuant to this Section that recommends or suggests the taking of remedial or corrective action. Peoples does hereby agree to restore at its cost any property for which it has undertaken an environmental investigation to the condition existing immediately prior to such eventinvestigation if the investigation does not recommend or suggest the taking of remedial or corrective action.