Agmt13 Redwood City Partners, LLC (2)

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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 end of the Holdback Period, the then-remaining Holdback Amount in excess of any Holdback Claim, and ii) at the end of the Extended Holdback Period,the entirety of such then-remaining Holdback Amount. 3. Remediation Plan. Buyer shall cause its consultants to prepare a "Remediation Plan" setting forth, in detail, estimated actions, estimated schedule and estimated costs to implement, perform and/or complete any actions specified below in Section 3.1 with regard to Remediation ("Remediation Plan"). The Remediation Plan may include remediation of the adjacent Developer Property; however, no costs for remediation of such Developer Property shall be paid by Seller or out of the Holdback Account unless such remediation is directly attributable to the City Property as specified in the following sentence and Section 3.1 below. The Holdback Account is intended to fund only Remediation associated with any Hazardous Substances that may be located on, under or emanating from the City Property, or such Hazardous Substances which originated or emanated from the City Property and migrated to the Developer Property. The Remediation Plan, as it may be subsequently amended, shall be subject to review and reasonable approval of Seller. If Seller fails to object to the Remediation Plan, or any revision thereto, in writing within fifteen (15) business days after receipt from Buyer, Seller shall be deemed to have approved the Remediation Plan. If Seller objects to the Remediation Plan, or any amendment thereto, it shall set forth the basis of its objection with specificity in writing within such period. Buyer and Seller and their respective environmental representatives shall meet within ten (10) business days following Buyer's receipt of Seller's written objections to attempt to resolve Seller's objection to the Remediation Plan, or amendment thereto, in good faith. If Buyer and Seller are unable to resolve Seller's objections within twenty (20) days following Seller's delivery of its objection, the parties shall resolve their dispute in accordance with Section 3.4. The parties acknowledge that certain actions contemplated under the Remediation Plan, or portions thereof, may require approval by Governmental Authorities. Buyer shall secure approval of the Remediation Plan, or element thereof, from the Governmental Authorities to the extent required by law. 3.1 Environmental Expenditures. Following Close of Escrow, as set forth with specificity in the DDA, Buyer shall commence work under the Remediation Plan. This Agreement is not intended and should not be construed to permit Buyer to pursue a Holdback Claim (as defined below) for Environmental Expenditures incurred by Buyer in connection with Hazardous Substances originating or emanating from the Developer Property. The allowable actions and costs included within the Remediation Plan shall include the following: (1) cost of disposal or off-haul of soils exceeding the ordinary and customary costs of disposal or off-haul of non-contaminated soil; (2) soil and/or groundwater sampling,testing, or analyzing; 3