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personal property related to the Real Property and the Improvements (collectively, the
<br />"Intangible Personal Property ") to the extent the delivery of such, Intangible Personal Property
<br />is accepted, in writing by Optionee. The Option Fee is non - refundable but shall be applied to the
<br />Purchase Price (as defined below), if any, on the date of Closing (as defined below), if any.
<br />3. Remediation Work.
<br />3.1. Within sixty (60) days after the full execution of this Agreement, Optionor will
<br />deliver to Optionee, for Optionee's review a Remediation Work plan (as mutually agreed by the
<br />Parties as provided in this Agreement, the "Remediation Work Plan "). Within forty -five (45)
<br />days after Optionor delivers to Optionee the Remediation Work Plan, Optionee will advise
<br />Optionor in writing of Optionee's comments, suggestions and requirements therefor. If
<br />applicable, within fifteen (15) days after Optionee advises Optionor of Optionee's comments,
<br />suggestions and requirements for the Remediation Work Plan, Optionor will submit to Optionee,
<br />for Optionee's review a revised Remediation Work Plan. The procedures of set forth above shall
<br />continue until the Parties mutually agree upon a Remediation Work Plan or until a Party provides
<br />notice to the other that a Remediation Work Plan cannot be agreed (a "Remediation Work Plan
<br />Termination Notice "). In the event that either party delivers a Remediation Work Plan
<br />Termination Notice, either this Agreement shall terminate and the Parties shall have no further
<br />rights or obligations under this Agreement, except for rights and obligations which, by their
<br />terms, survive the termination of this Agreement, or the Party receiving the Termination Notice
<br />may accept, in writing, the last Remediation Work Plan submitted by the Terminating Party.
<br />Upon the mutual agreement of a Remediation Work Plan, neither party shall have the right to
<br />deliver a Remediation Work Plan Termination Notice.
<br />3.2. Within fifteen (15) days after a Remediation Work Plan has been mutually
<br />agreed by the Parties, Optionor shall, at its sole cost and expense, promptly begin and thereafter
<br />diligently prosecute to completion all steps required to complete all Remediation Work (defined
<br />below) pursuant to the Remediation Work Plan. Optionor shall use its best efforts to
<br />Substantially Complete the Remediation Work not later than December 31, 2016. Upon
<br />Substantial Completion of the Remediation Work, Optionor will deliver to Optionee notice that it
<br />has substantially performed all of the Remediation Work, other than minor items and
<br />adjustments which do not materially interfere with Optionor's use of the ( "Notice of Substantial
<br />Completion "). Within fifteen (15) days after Optionor delivers to Optionee the Notice of
<br />Substantial Completion, Optionor and Optionee will conduct a walk - through inspection of the
<br />Property. Within fifteen (15) days after the walk - through inspection of the Premises, Optionee
<br />shall provide to Optionor a written punch -list specifying those items which Optionee requires to
<br />be completed, are defective, incomplete, or do not conform to the Remediation Work or any
<br />applicable laws, which items Optionor will thereafter diligently complete or Optioner shall
<br />provide, within seven (7) days, notice to Optionee of Optioner's intent to not complete any or all
<br />of Optionee's identified items. If Optionor chooses not to perform the Optionee identified items,
<br />Optionee may terminate this Agreement and the Parties shall have not further rights or
<br />obligations under this Agreement. Optionor acknowledges and agrees that time is of the essence
<br />with respect to the completion of the Remediation Work.
<br />3.3. Subject to the development of the Remediation Work Plan, "Remediation Work"
<br />may include, all investigation, sampling, monitoring, testing, reporting, removal (including,
<br />excavation, transportation and disposal), response, storage, remediation, treatment and other
<br />activities or other remedial action as defined under Section 101(25) of CERCLA (as defined
<br />2
<br />5152868'.8 25A -4
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