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The Developer shall reasonably approve or disapprove of the environmental <br />condition of the Sites within the time set forth in the Schedule of Performance. The Developer's <br />approval of the environmental condition of the Sites shall be a Developer's Condition Precedent <br />to the Closing, as set forth in Section 205 hereof. If the Developer, based upon the above <br />environmental reports, reasonably disapproves the environmental condition of any of the Sites, <br />then the Developer may either eliminate the disapproved Site or Sites from this Agreement, or <br />may terminate this Agreement by written Notice to the Agency; provided, however, that if the <br />Agency, at its option, agrees to remediate the disapproved Sites in accordance with the terms of <br />Section 208.3such termination shall be ineffective. <br />208.3 Remediation of Sites. Upon receipt of Developer's notice to terminate <br />based upon the environmental condition of the Sites, Agency may, at Agency's option, agree to <br />remediate the Sites in accordance with the recommendations of Developer's Environmental <br />Consultant, Developer's Environmental Site Assessment and all Governmental Requirements <br />("Agency's Election to Remediate"), provided, Agency hereby agrees to make Agency's Election <br />to Remediate in the event that Agency reasonably estimates that the cost to conduct the Remedial <br />Worlc does not exceed Twenty Five Thousand Dollars ($ 25,000.00) ("Remedial Work <br />Expenditure Cap"). Agency shall give notice to Developer and Escrow Agent of such election <br />and Developer's notice to terminate shall be ineffective; provided, however, that Developer has <br />approved of the scope of the Remedial Work and the RAP prior to the commencement of such <br />work. <br />If Agency makes Agency's Election to Remediate, then within a reasonable <br />period after giving notice to Developer that it intends to proceed with remediation of the Sites, <br />Agency shall deliver to Developer for Developer's approval a proposed remedial action plan <br />("RAP") prepared by Agency's Environmental Consultant ("Agency's Environmental <br />Consultant"), which RAP shall be approved by the public agency asserting jurisdiction over the <br />remedial work to be performed pursuant to the RAP (the "Remedial Work"). The Remedial <br />Work shall assure the suitability of the Sites for the development, occupancy and operation of the <br />Project and shall be performed in accordance with applicable Governmental Requirements and <br />Environmental Laws, and shall be conducted in accordance with the requirements of Health and <br />Safety Code Section 33459, et seq., in a manner which is intended to qualify for the immunity <br />which is provided by Health and Safety Code Section 33459.3. <br />Upon making Agency's Election to Remediate and receiving Developer's <br />approval of the RAP, Agency shall proceed continuously and diligently with the Remedial Work. <br />Agency's compliance with the provisions of this Section, and the issuance of a letter, certificate <br />or other official writing by all governmental agencies which have asserted jurisdiction over the <br />remediation of the Sites, which provides that no further investigation, monitoring, remediation, <br />response or removal is currently necessary considering the development, occupancy and <br />operation of the Project ("No Further Action Letter"), shall each be a Developer's Condition <br />Precedent to the Closing and the Outside Date shall be extended until such conditions are <br />satisfied. Upon completion of the Remedial Work, Agency shall deliver to Developer a <br />certificate executed by the Agency's Environmental Consultant that the Remedial Work has been <br />completed in accordance with all applicable laws. <br />600457905v2 17 <br />