FRIENDS OF THE LACY HISTORIC NEIGHBORHOOD-2011

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by Agency. If Developer desires, Developer shall also cause a "Phase 1" and/or "Phase 2" investigation of the Environmental Condition of the Site to be undertaken ("Developer Environmental Site Assessment"), with the cost of such investigation (s) to be borne by the Developer. Developer covenants that Agency has been or will be provided with all reports and test results produced in connection with the Developer Environmental Site Assessment. Agency and the Developer hereby represent and warrant to the other, except as set forth in the Agency Environmental Site Assessment and the Developer Environmental Site Assessment, that they have no Actual Knowledge, and have not received any notice or communication from any governmental agency having jurisdiction over the Site, notifying such party of, the presence of surface or subsurface zone Hazardous Materials in, on, or under the Site, or any portion thereof. The Developer shall reasonably approve or disapprove of the Environmental Condition and the Soils and Geological Condition of the Site (the "Site Condition") in its sole discretion within the time set forth in the Schedule of Performance. The Developer's approval of the Site Condition shall be a Developer's Condition Precedent to the Closing. Except as set forth in the next sentence of this paragraph, if the Developer disapproves the Environmental Condition of the entire Site, then either party may terminate this Agreement by written notice to the other. If the Developer disapproves the Environmental Condition of a Portion or Phase of Phase FS, then the Developer may terminate this Agreement as to such disapproved Portion or Phase only by written notice to the Agency, and approve the remaining Portion or Phase of Phase FS. Pursuant to Section 206.3, the Agency may nullify such election on the terms and conditions set forth therein. Notwithstanding the foregoing, the termination of this Agreement pursuant to this Section 206.1 will not result in the termination of the Agreement with respect to any other Phase (or in the case of Phase FS, Portion or Phase) of the Site already Conveyed to the Developer. 206.2 Studies and Reports. Prior to each Closing, representatives of the Developer shall have the right of access to all portions of the Site for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement, including the investigation of the Site Condition for each Phase and structurallcivil engineering work. Any preliminary work undertaken on the Site by Developer prior to each Closing shall be done at the sole expense of the Developer, and only after the Developer executes a right of entry agreement (for any Portion or Phase of the Site that has not yet been subject to a Closing) in a form reasonably acceptable to the Agency Executive Director. Any preliminary work shall be undertaken only after securing any necessary permits from the appropriate governmental agencies. 206.3 >.Remediation After Developer Elects To Terminate. Upon receipt of Developer's notice to terminate based upon the Environmental Condition of the Site, Agency may, at Agency's option, agree to cause the remediation of the Site in accordance with the recommendations of Developer's Environmental Consultant, Developer's Environmental Site Assessment and all Governmental Requirements ("Agency's Election to Remediate" ), provided, Agency hereby agrees to make Agency's Election to Remediate in the event that Agency reasonably estimates that the cost to conduct the Remedial Work for all of the Phases of the Site will not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) ("Remedial Work Expenditure Cap"). In estimating the total cost of Remedial Work for all of the Phases of the Site, Agency may make reasonable assumptions regarding the projected cost of Remedial Work D OCSOCI1400673 v 141200272-0001 23