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7.A. - Page 263 and such remediation of the Developer Property as is directly attributable to the migration of Hazardous Substances located on or under or emanating from City Property ("Remediation") in accordance with Sections 3 and 3.1 of this Agreement. 2.1 Establishment of Holdback Account; Initial Holdback Amount. Buyer and Seller desire to proceed to the Close of Escrow on the City Property based upon the Parties' agreement to establish an escrow account at First American Title Insurance Company ("Escrow A�ent"), such escrow holdback hereinafter referred to as the "Holdback Account", for which a Guaranty of Performance from Escrow Agent's parent company shall be secured, if available. Accordingly, Buyer and Seller hereby instruct and direct Escrow Agent, at the Close of Escrow for the City Property, to deliver into the Holdback Account, a portion of the Purchase Price funds otherwise payable to Seller for the City Property in an amount equal to THREE MILLION AND NO/100 Dollars ($3,000,000.00) (the "Initial Holdback Amount"). All monies so delivered into the Holdback Account shall be invested in an FDIC insured, interest-bearing account available to Escrow Agent and as mutually and reasonably selected by Buyer and Seller. Any and all interest that may accrue on the Initial Holdback Amount shall be treated as part of the "Holdback Amount" (defined below) to be disbursed in accordance with the terms and provisions of Section 3 of this Agreement. The Holdback Amount and all interest earned thereon during the "Holdback Period" or "Extended Holdback Period" (as the case may be and as those terms are defined below) shall be, collectively and without distinction or allocation, referred to as the "Holdback Amount". The Parties agree that the Holdback Account (as funded with the Holdback Amount) is being established for the sole purpose of making funds available to Buyer for implementation of the "Remediation Plan" (defined below) on the City Property as specified in Sections 3 and 3.1 of this Agreement. 2.2 Holdback Period; Extended Holdback Period; Pavment of Remainder Amount. For purposes of this Agreement, the Holdback Account shall be maintained until the later of (i) Buyer delivering written confirmation to Seller that the Remediation Plan has been fully completed in accordance with the schedule set forth in such Remediation Plan, or (ii) that the San Mateo County Department of Health or other governmental authorities with jurisdiction over the Site (collectively "Governmental Authorities") have issued all applicable and available "closure" or "no further action" letters, and that the period for enforcement of any mechanics lien claims with respect to work performed pursuant to the Remediation Plan have expired (the "Completion Date"). The period commencing on the Closing Date and ending on the Completion Date shall be the "Holdback Period". However, to the extent any "Holdback Claim" (hereinafter defined) has been timely made before the expiration of the Holdback Period, the Holdback Period shall be extended to the date the last such Holdback Claim is fully resolved (as so extended, the "Extended Holdback Period"); provided, however, that the Holdback Amount in excess of any open Holdback Claim on the Completion Date shall be released to Seller. The Parties shall mutually deliver a written notice to Escrow Agent immediately following the expiration of the Holdback Period or the Extended Holdback Period ("Expiration Notice"), as the case may be, pursuant to the terms of Section 3.3 of this Agreement, to enable the release of any then-remaining Holdback Amount in excess of any open Holdback Claim. The Holdback Period or Extended Holdback Period shall be deemed by Escrow Agent to be continuing unless and until it receives the Expiration Notice. Upon the Escrow Agent's receipt of the Expiration Notice from the Parties, to the extent that any portion of the Holdback Amount (including any interest earned thereon) remains in the Holdback Account, Escrow Agent is hereby instructed to deliver to Seller i) at the 82483.00009\8062104. 8 2 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT