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least fifteen (15) days prior written notice of such date (the "Closing Date "), and provided further that the Closing Date shall occur not earlier than thirty (30) days after the Opening of Escrow and no later than thirty (30) days after Optionee's exercise of the Option pursuant to Paragraph 2(c) (the "Outside Date "). If Optionee exercises the Option but fails to provide Owner with at least fifteen (15) days prior written notice of the Closing Date, then unless otherwise agreed in writing by Optionee and Owner the Closing Date shall be the Outside Date. The Closing shall occur only after (i) Optionee has exercised the Option, (ii) all parties to Escrow have fully performed their respective duties, (iii) Escrow Holder is irrevocably committed to issue to Optionee the Title Policy, and (iv) nothing remains to be done in order to transfer to Optionee fee title to the Real Property other than Escrow Holder's recordation of Owner's grant deed (the "Grant Deed ") with the County recorder; provided that the Closing shall be deemed to have occurred only upon recordation of the Grant Deed with the County recorder. 5. Title. (a) Title Review. Within ten (10) days after the Opening of Escrow, Optionee shall obtain a current preliminary title report for the Real Property issued by Escrow Holder, together with legible and complete copies of all underlying documents referenced as exceptions in the Title Report and a plot plan for the Real Property showing the locations of all recorded easements (collectively, the "Title Report "). Optionee shall have the right to obtain an ALTA survey or other survey (the "Survey ") of the Real Property at Optionee's sole cost and, if it obtains the Survey, Optionee shall provide Owner with a copy of it. Within fifteen (15) business days following Optionee's receipt of both the Title Report and the Survey (collectively, the "Title Documents ") but not later than November 10, 2010, Optionee shall either approve in writing the exceptions contained in the Title Documents or specify in writing any exceptions or other matters shown on the Survey to which Optionee objects. All title exceptions and Survey matters not objected to, as well as the Lease and the lien for current taxes not yet delinquent, shall be referred to as "Permitted Exceptions," except for the following (collectively, "Owner Removal Items "): liens of deeds of trust or other monetary obligations, judgment liens, and leases or other occupancy agreements (other than the Lease), none of which shall constitute "Permitted Exceptions." Owner shall have ten (10) days after receipt of such notice to advise Optionee by written notice of any disapproved exceptions or matters which will not be removed from title by Owner prior to the Closing (other than Owner Removal Items, which Owner shall be required to remove prior to the Closing). If Optionee provides the Notice to Proceed to Owner during the Feasibility Period, the exceptions contained in the Owner's notice (other than Owner Removal Items) shall be deemed additional Permitted Exceptions. (b) New Exceptions. If any new exceptions or matters are first included in any supplement or update to the Title Report issued after the expiration of the Feasibility Period (collectively, "New Exceptions "), Optionee shall notify Owner in writing on or before 5:00 p.m. Pacific Time within three (3) business days after receipt of such supplement if Optionee disapproves some or all of the New Exceptions (the "New Exceptions Objection Notice "). If Optionee timely delivers to Owner a New Exceptions Objection Notice, Owner shall thereafter have five (5) business days to determine whether Owner is willing to remove the New Exceptions (the "Decision Period ") and deliver notice to Optionee. If at the end of the Decision Period Owner is unwilling to remove the New Exceptions, and if Optionee is unwilling to waive its objections, then either party may terminate this Agreement upon notice to the other. If Option Agreement 70 Chemical 10.05.2010 v.5 7