Common use of Work Takeover Clause in Contracts

Work Takeover. ‌ a. If EPA determines that Purchaser: (1) has ceased implementation of any portion of the Work, (2) is seriously or repeatedly deficient or late in its performance of the Work, or (3) is implementing the Work in a manner which may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to Purchaser. Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ specify the grounds upon which such notice was issued and will provide Purchaser a period of 30 days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌ b. If, after expiration of the 30-day notice period specified in Paragraph 74.a, Purchaser has not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b. Funding of Work Takeover costs is addressed under Paragraph 94 (Access to Financial Assurance).‌‌‌ c. Purchaser may invoke the procedures set forth in Paragraph 61 (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b. However, notwithstanding Purchaser’s invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b until the earlier of (1) the date that Purchaser remedies, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, or (2) the date that a written decision terminating such Work Takeover is rendered in accordance with Paragraph 61 (Formal Dispute Resolution). d. Notwithstanding any other provision of this Settlement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌

Work Takeover. ‌ a. If EPA determines that Purchaser: (1) has ceased implementation of any portion of the WorkWork for a period of five (5) consecutive days, not including a cessation caused by a force majeure event or a cessation caused by a dispute pursuant to CERCLA Section 112, 42 U.S.C. § 9612, and 40 C.F.R. Part 307, regarding a claim denied under Section VIII (Claims Against the Superfund), (2) is seriously or repeatedly deficient or late in its performance of the Work, or (3) is implementing the Work in a manner which may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to Purchaser. Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser a period of 30 days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 30-day notice period specified in Paragraph 74.a90.a, Purchaser ▇▇▇▇▇▇▇▇▇ has not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b90.b. Funding of Work Takeover costs is addressed In addition, nothing in this Settlement shall limit EPA’s authority under Paragraph 94 Section XXVI (Access to Financial Assurance).‌‌‌Assurance). c. Purchaser may invoke the procedures set forth in Paragraph 61 Section XV (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b90.b. However, notwithstanding Purchaser’s invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b 90.b until the earlier of of: (1) the date that Purchaser remedies, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, or (2) the date that a written decision terminating such Work Takeover is rendered in accordance with Paragraph 61 77 (Formal Dispute Resolution). d. Notwithstanding any other provision of this Settlement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌.

Work Takeover. ‌ a. If In the event EPA determines that PurchaserRespondent: (1) has ceased implementation iniplementation of any portion of the Work, ; (2) is seriously or repeatedly deficient or late in its performance of the Work, ; or (3) is implementing the Work in a manner which that may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to PurchaserRespondent. Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser Respondent a period of 30 3 days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 303-day notice period specified in Paragraph 74.a89.a, Purchaser Respondent has not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser Respondent in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b. Funding of Work Takeover costs is addressed under Paragraph 94 (Access to Financial Assurance).‌‌‌89.b. c. Purchaser Respondent may invoke the procedures set forth in Paragraph 61 68 (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b89.b. However, notwithstanding PurchaserRespondent’s invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b 89.b until the earlier of (1) the date that Purchaser Respondent remedies, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, or (2) the date that a written decision terminating such Work Takeover is rendered in accordance with Paragraph 61 68 (Formal Dispute Resolution). d. Notwithstanding any other provision of this Settlement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌.

Work Takeover. ‌ a. If In the event EPA determines that PurchaserRespondents: (1) has have ceased implementation of any portion of the Work, ; (2) is are seriously or repeatedly deficient or late in its their performance of the Work, ; or (3) is are implementing the Work in a manner which that may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to PurchaserRespondents. Any Work Takeover Notice Notices issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser Respondents a period of 30 10 days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 3010-day notice period specified in Paragraph 74.a, Purchaser has ¶ 68.a Respondents have not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser Respondents in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b¶ 68.b. Funding of Work Takeover costs is addressed under Paragraph 94 ¶ 91 (Access to Financial Assurance).‌‌‌Assurance). c. Purchaser Respondents may invoke the procedures set forth in Paragraph 61 ¶ 45 (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b¶ 68.b. However, notwithstanding Purchaser’s Respondents’ invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b ¶ 68.b until the earlier of (1) the date that Purchaser remediesRespondents remedy, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, or (2) the date that a written decision terminating such Work Takeover is rendered in accordance with Paragraph 61 ¶ 45 (Formal Dispute Resolution). d. Notwithstanding any other provision of this Settlement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌.

Work Takeover. ‌ a. If EPA determines that Purchaser: (1) has ceased implementation of any portion of the Work, (2) is seriously or repeatedly deficient or late in its performance of the Work, or (3) is implementing the Work in a manner which may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to Purchaser. Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser a period of 30 days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 30-day notice period specified in Paragraph 74.a91.a, Purchaser ▇▇▇▇▇▇▇▇▇ has not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b91.b. Funding of Work Takeover costs is addressed under Paragraph 94 110 (Access to Financial Assurance).‌‌‌Assurance). c. Purchaser may invoke dispute EPA’s Work Takeover decision under Paragraph 91 solely through the procedures set forth in Paragraph 61 67 (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b). However, notwithstanding Purchaser’s invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b 91 until the earlier of (1) the date that Purchaser remedies, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, or (2) the date that a written decision terminating such Work Takeover is rendered in accordance with Paragraph 61 (Formal Dispute Resolution). d. Notwithstanding any other provision of this Settlement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌or

Work Takeover. ‌ a. If EPA In the event ERA determines that PurchaserRespondent: (1) has ceased implementation of any portion of the Work, ; (2) is seriously or repeatedly deficient or late in its performance of the Work, ; or (3) is implementing is-impiementing the Work in a manner which that may cause an endangerment to human health or the environment, EPA may issue a written notice (“"Work Takeover Notice”) to Purchaser. Respondent Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser a period Respondent a.period of 30 three days within which to remedy the circumstances giving rise giving„rise to EPA’s ' s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 30three-day notice period specified in Paragraph 74.a76.a, Purchaser has not Respondent has'not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s EPA s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). , EPA will notify Purchaser Respondent in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b. Funding of Work Takeover costs is addressed under Paragraph 94 (Access to Financial Assurance).‌‌‌76.b. c. Purchaser Respondent may invoke the procedures set forth in Paragraph 61 55 (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b76.b. However▇▇▇▇▇▇▇, notwithstanding PurchaserRespondent’s invocation of such dispute resolution procedures, and during duiing the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b 76.b until the earlier of (1of(l) the date that Purchaser Respondent remedies, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work JS7T68358| 23** ▇▇▇▇▇▇▇-Deeping Well Field'Superfund Site Administrative Settlement Agreement, No.: CERCLA-01-2019-0012 Takeover Notice, or (2) the date that a written decision terminating such Work Takeover I-akeover is rendered in accordance with Paragraph 61 55 (Formal Dispute Resolution). d. Notwithstanding any other provision of this Settlement, EPA retains BPA rctains-all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌.

Work Takeover. ‌ a. If In the event EPA determines that Purchaserone of the following with respect to Respondents’ performance: (1) has Respondents have ceased implementation of any portion of the Work, ; (2) is Respondents are seriously or repeatedly deficient or late in its their performance of the Work, ; or (3) is Respondents are implementing the Work in a manner which that may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to PurchaserRespondents. Any Work Takeover Notice Notices issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser Respondents a period of 30 10 days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 3010-day notice period specified in Paragraph 74.a, Purchaser has ¶ 74.a Respondents have not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser Respondents in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph ¶ 74.b. Funding of Work Takeover costs is addressed under Paragraph 94 ¶ 100 (Access to Financial Assurance).‌‌‌Assurance). c. Purchaser Respondents may invoke the procedures set forth in Paragraph 61 ¶ 49 (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph ¶ 74.b. However, notwithstanding Purchaser’s Respondents’ invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph ¶ 74.b until the earlier of (1) the date that Purchaser remediesRespondents remedy, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, or (2) the date that a written decision terminating such Work Takeover is rendered in accordance with Paragraph 61 ¶ 49 (Formal Dispute Resolution). d. Notwithstanding any other provision of this Settlement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌.

Work Takeover. ‌ a. If In the event EPA determines that Purchaser: (1) has Respondents have ceased implementation of any portion of the Work, (2) is seriously or repeatedly deficient or late in its performance of the Work, or (3) is implementing the Work in a manner which that may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to Purchaserthe Respondents. Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser Respondents a period of 30 ten days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌ b. If, notice. If after expiration of the 30ten-day notice period specified in Paragraph 74.athe preceding sentence, Purchaser has Respondents have not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance issues of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) portion of the Work as EPA deems determines necessary (“Work Takeover”). EPA will shall notify Purchaser Respondents in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.bwarranted. Funding of Work Takeover costs is addressed under Paragraph 94 (Access to Financial Assurance).‌‌‌ c. Purchaser Respondents may invoke the procedures set forth in Paragraph 61 Section XV (Formal Dispute Resolution) to dispute EPA’s implementation of a determination that Work Takeover is warranted under Paragraph 74.bthis Paragraph. However, notwithstanding PurchaserRespondent’s invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b until the earlier of (1) the date that Purchaser remediesRespondent’s remedy, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, or (2) the date that a written final decision terminating such Work Takeover is rendered in accordance with Paragraph ¶ 61 (Formal Dispute Resolution) requiring EPA to terminate such Work Takeover. Costs incurred by EPA in performing the Work pursuant to this Paragraph shall be considered Future Response Costs that Respondents shall pay pursuant to Section XVIII (Payment of Future Response Costs). d. . Notwithstanding any other provision of this SettlementSettlement Agreement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌.

Work Takeover. ‌ a. If In the event EPA determines that PurchaserRespondent: (1) has ceased implementation of any portion of the ofthe Work, ; (2) is are seriously or repeatedly deficient or late in its their performance of the Work, ; or (3) is are implementing the Work in a manner which that may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to PurchaserRespondent. Any Work Takeover Notice issued by EPA (which writing may inay be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser Respondent a period of 30 10 days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 30ofthe 3-day notice period specified in Paragraph 74.a69.a, Purchaser has not Respondent have hot remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser Respondent in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b69.b. Funding of Work Takeover T^eover costs is addressed under Paragraph 94 91 (Access to Financial Assurance).‌‌‌Assurance). c. Purchaser Respondent may invoke the procedures set forth in Paragraph 61 48 (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b69.b. However, notwithstanding PurchaserRespondent’s invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under imder Paragraph 74.b 69.b until the earlier of (1) the date that Purchaser Respondent remedies, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover T^eover Notice, or (2) the date that a written decision terminating such Work Takeover is rendered in accordance with Paragraph 61 48 (Formal Dispute Resolution). d. Notwithstanding any other provision of this Settlement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌.

Work Takeover. ‌ a. If EPA determines that Purchaser: (1) has ceased implementation of any portion of the Work, (2) is seriously or repeatedly deficient or late in its performance of the Work, or (3) is implementing the Work in a manner which may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to Purchaser. Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser a period of 30 days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 30-day notice period specified in Paragraph 74.a91.a, Purchaser has not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b91.b. Funding of Work Takeover costs is addressed under Paragraph 94 110 (Access to Financial Assurance).‌‌‌Assurance). c. Purchaser may invoke dispute EPA’s Work Takeover decision under Paragraph 91 solely through the procedures set forth in Paragraph 61 67 (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b). However, notwithstanding Purchaser’s invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b 91 until the earlier of (1) the date that Purchaser remedies, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, or (2) the date that a written decision terminating such Work Takeover is rendered in accordance with Paragraph 61 (Formal Dispute Resolution). d. Notwithstanding any other provision of this Settlement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌or

Work Takeover. ‌ a. If In the event that EPA determines that Purchaser: Respondents have (1i) has ceased implementation of any portion of the Work, (2ii) is seriously or repeatedly deficient or late in its performance of the Work, or (3iii) is implementing the Work in a manner which may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”') to PurchaserRespondents. Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser Respondents a period of 30 21 days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 3021-day notice period specified in Paragraph 74.aParagraph.87a, Purchaser has Respondents have not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) portions of the Work as EPA deems necessary (“Work Takeover”'). EPA will shall notify Purchaser Respondents in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b. Funding of Work Takeover costs is addressed under Paragraph 94 (Access to Financial Assurance).‌‌‌87.b. c. Purchaser Respondents may invoke the procedures set forth in Paragraph 61 Section XV (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b87.b. However, notwithstanding Purchaser’s Respondents’ invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b 87.b until the earlier of (1i) the date that Purchaser remediesRespondents remedy, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, Notice or (2ii) the date that a written final decision terminating such Work Takeover is rendered in accordance with Paragraph 61 Section XV (Formal Dispute Resolution)) that requires EPA to terminate such Work Takeover. d. Notwithstanding any other provision of this Settlement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌

Work Takeover. ‌ a. If In the event EPA determines that Purchaser: Respondents have (1) has ceased implementation of any portion of the Work, or (2) is are seriously or repeatedly deficient or late in its their performance of the Work, or (3) is are implementing the Work in a manner which may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to PurchaserRespondents. Any Except in potential endangerment situations where EPA determines that Respondents are implementing the Work in a manner which may cause an endangerment to human health or the environment, any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser Respondents a period of 30 ten (10) days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 30ten-day notice period specified in Paragraph 74.a98.a, Purchaser has Respondents have not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser Respondents in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b. Funding of Work Takeover costs is addressed under Paragraph 94 (Access to Financial Assurance).‌‌‌98.b. c. Purchaser Respondents may invoke the procedures set forth in Paragraph 61 Section XVII (Formal Dispute Resolution) ), to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b98.b. However, notwithstanding Purchaser’s Respondents’ invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b 98.b until the earlier of (1) the date that Purchaser remediesRespondents remedy, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, or (2) the date that a written final decision terminating such Work Takeover is rendered in accordance with Paragraph 61 Section XVII (Formal Dispute Resolution)) requiring EPA to terminate such Work Takeover. d. Notwithstanding After commencement and for the duration of any other provision of this SettlementWork Takeover, EPA retains all authority shall have immediate access to and reserves all rights to take benefit of any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌money in the NTCRA Trust Fund in accordance with the provisions of Paragraph 7 of the NTCRA Trust Agreement.

Work Takeover. ‌ a. If rn the event EPA determines that Purchaser: Respondent has (1i) has ceased implementation of any portion of the Work, or (2ii) is seriously or repeatedly deficient or late in its performance of the Work, or (3iii) is implementing the Work in a manner which may cause an endangerment to human health or the environment, EPA may issue a written notice (“"Work Takeover Notice”") to Purchaserthe Respondent. Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser Respondent a period of 30 twenty-one (21) days within which to remedy the circumstances giving rise to EPA’s 's issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, a: after expiration of the 30twenty-day one (21 )-day notice period specified in Paragraph 74.asubparagraph 68.a, Purchaser Respondent has not remedied to EPA’s 's satisfaction the circumstances giving rise to EPA’s EP A's issuance of the relevant Work Takeover Notice, EPA may at any time thereafter thereafi:er assume the performance of all or any portion(s) portions of the Work as EPA deems necessary (“"Work Takeover”"). EPA will shall notify Purchaser Respondent in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b. Funding of Work Takeover costs is addressed under Paragraph 94 (Access to Financial Assurance).‌‌‌subparagraph 68.b. c. Purchaser Respondent may invoke the procedures set forth in Paragraph 61 Section XVI (Formal Dispute Resolution) ), Paragraph 50, to dispute EPA’s 's implementation of a Work Takeover under Paragraph 74.bsubparagraph 68.b. However, notwithstanding Purchaser’s Respondent's invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b subparagraph 68.b until the earlier of of (1i) the date that Purchaser Respondent remedies, to EPA’s EP A's satisfaction, the circumstances giving rise to EPA’s 's issuance of the relevant Work Takeover Notice, Notice or (2ii) the date that a written final decision terminating such Work Takeover is rendered in accordance with Paragraph 61 Section XVI (Formal Dispute Resolution), Paragraph 51, requiring EPA to terminate such Work Takeover. d. Notwithstanding After commencement and for the duration of any other provision Work Takeover, EPA shall have immediate access to and benefit of any performance guarantee(s) provided pursuant to Section XXVI of this SettlementSettlement Agreement in accordance with the provisions of Paragraph 85 of that Section. If and to the extent that EPA is unable to secure the resources guaranteed under any such performance guarantee(s) and the Respondent fails to remit a cash amount up to but not exceeding the estimated cost of the remaining Work to be performed, all in accordance with the provisions of Paragraph 85, any unreimbursed costs incurred by EPA retains all authority and reserves all rights in performing Work under the Work Takeover shall be considered Future Response Costs that Respondent shall pay pursuant to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌Section XV (Payment of Response Costs).

Work Takeover. ‌ a. If In the event EPA determines that PurchaserRespondents: (1) has have ceased implementation of any portion of the Work, ; (2) is are seriously or repeatedly deficient or late in its their performance of the Work, ; or (3) is are implementing the Work in a manner which that may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to PurchaserRespondents. Any Work Takeover Notice Notices issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser Respondents a period of 30 10 days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 3010-day notice period specified in Paragraph 74.a, Purchaser has ^ 62.a Respondents have not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser Respondents in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.bK 62.b. Funding of Work Takeover costs is addressed under Paragraph 94 ^ 83 (Access to Financial Assurance).‌‌‌Assurance). c. Purchaser Respondents may invoke the procedures set forth in Paragraph 61 ^ 40 (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b62.b. However, notwithstanding Purchaser’s Respondents’ invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b 62.b until the earlier of (1) the date that Purchaser remediesRespondents remedy, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, or (2) the date that a written decision terminating such Work Takeover is rendered in accordance with Paragraph 61 ^ 40 (Formal Dispute Resolution). d. Notwithstanding any other provision of this ofthis Settlement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌.

Work Takeover. ‌ a. If In the event EPA determines that PurchaserRespondent: (1) has ceased implementation of any portion of the Work, ; (2) is seriously or repeatedly deficient or late in its performance of the Work, ; or (3) is implementing the Work in a manner which that may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to PurchaserRespondent. Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser Respondent a period of 30 20 days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 3020-day notice period specified in Paragraph 74.a89.a, Purchaser Respondent has not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser Respondent in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b89.b. Funding of Work Takeover costs is addressed under Paragraph 94 111 (Access to Financial Assurance).‌‌‌Assurance). c. Purchaser Respondent may invoke the procedures set forth in Paragraph 61 68 (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b89.b. However, notwithstanding PurchaserRespondent’s invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b 89.b until the earlier of (1) the date that Purchaser Respondent remedies, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, or (2) the date that a written decision terminating such Work Takeover is rendered in accordance with Paragraph 61 68 (Formal Dispute Resolution). d. Notwithstanding any other provision of this Settlement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌.

Work Takeover. ‌ a. If In the event EPA determines that PurchaserRespondents: (1) has have ceased implementation of any portion of the Work, ; (2) is are seriously or repeatedly deficient or late in its their performance of the Work, ; or (3) is are implementing the Work in a manner which that may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) to PurchaserRespondents. Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser Respondents a period of 30 days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 30-day notice period specified in Paragraph 74.a96.a, Purchaser has Respondents have not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) of the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser Respondents in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b96.b. Funding of Work Takeover costs is addressed under Paragraph 94 118 (Access to Financial Assurance).‌‌‌Assurance). c. Purchaser Respondents may invoke the procedures set forth in Paragraph 61 75 (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b96.b. However, notwithstanding Purchaser’s Respondents’ invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b 96.b until the earlier of (1) the date that Purchaser remediesRespondents remedy, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, or (2) the date that a written decision terminating such Work Takeover is rendered in accordance with Paragraph 61 75 (Formal Dispute Resolution). d. Notwithstanding any other provision of this Settlement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌.

Work Takeover. ‌ a. If EPA determines that PurchaserRespondents: (1) has have ceased implementation of to perform any portion of the Work, ; (2) is are seriously or repeatedly deficient or late in its performance of performing the Work, ; or (3) is implementing are performing the Work in a manner which that may cause an endangerment to human public health or welfare or the environment, EPA may issue a written notice (“of Work Takeover Notice”) to Purchaser. Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ specify Respondents, including a description of the grounds upon which such for the notice was issued and will provide Purchaser a period of 30 days time (“Remedy Period”) within which to Respondents shall remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌ b. the notice. The Remedy Period will be [20] days, unless EPA determines in its unreviewable discretion that there may be an endangerment, in which case the Remedy Period will be [10] days. If, after expiration by the end of the 30-day notice period specified in Paragraph 74.aRemedy Period, Purchaser has Respondents do not remedied remedy to EPA’s satisfaction the circumstances giving rise to EPA’s issuance the notice of the relevant Work Takeover NoticeTakeover, EPA may at any time thereafter assume the performance of all or any portion(s) of notify Respondents and, as it deems necessary, commence a Work Takeover. EPA may conduct the Work as EPA deems necessary (“Work Takeover”). EPA will notify Purchaser in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b. Funding of Work Takeover costs is addressed under Paragraph 94 (Access to Financial Assurance).‌‌‌ c. Purchaser may invoke the procedures set forth in Paragraph 61 (Formal Dispute Resolution) to dispute EPA’s implementation of a Work Takeover under Paragraph 74.b. However, notwithstanding Purchaser’s invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a dispute under Section XIV but shall terminate the Work Takeover under Paragraph 74.b until the earlier of if and when: (1) the date that Purchaser remediesRespondents remedy, to EPA’s satisfaction, the circumstances giving rise to the notice of Work Takeover; or (2) upon the issuance of a final determination under Section XIV that EPA is required to terminate the Work Takeover. PROPERTY REQUIREMENTS20 If the Site, or any other property where access is needed to implement this Settlement, is owned or controlled by any of the Respondents, such Respondents shall, commencing on the Effective Date, provide EPA and its representatives, including contractors, with access at all reasonable times to the Site, or such other property, for the purpose of conducting any activity related to this Settlement. [Owner Respondent shall refrain from using the Site in any manner that EPA determines will pose an unacceptable risk to public health or welfare or the environment because of exposure to Waste Material, or will interfere with or adversely affect the implementation or integrity of the Work.] Where any action under this Settlement is to be performed in areas owned or controlled by someone other than Respondents, Respondents shall use best efforts to obtain all necessary agreements for access, enforceable by Respondents and EPA, within __ days after the Effective Date, or as otherwise specified in writing by EPA’s Project Coordinator.21 22 Respondents shall provide a copy of each agreement required under this ¶ 26 to EPA [and the State]. As used in this Section, “best efforts” means the efforts that a reasonable person in the position of Respondents would use to achieve the goal in a timely manner, including the cost of employing professional assistance and the payment of reasonable sums of money to secure access and/or use restriction agreements, as required by this Section. If Respondents cannot accomplish what is required through “best efforts” in a timely manner, they shall notify EPA, and include a description of the steps taken to achieve the requirements. If EPA deems it appropriate, it may assist Respondents, or take independent action, in obtaining such access and/or use restrictions. Any Respondent who owns or controls any property at the Site shall, prior to entering into a contract to Transfer any of its property that is part of the Site,23 or 60 days prior to a Transfer of such property, whichever is earlier, (a) give written notice to the proposed transferee that the property is subject to this Settlement; and (b) give written notice to EPA of the proposed Transfer, including the name and address of the transferee. Any Respondent who owns or controls property at the Site also agrees to require that their successors comply with this Section and Section XIX (Records). Notwithstanding any provision of the Settlement, EPA retains all of its access authorities and rights, as well as all of its rights to require land, water, or other resource use restrictions, including enforcement authorities related thereto under CERCLA, RCRA, and any other applicable statute or regulations. FINANCIAL ASSURANCE24 To ensure completion of the Work required under Section VII, Respondents shall secure financial assurance, initially in the amount of $_______ (“Estimated Cost of the Work”), for the benefit of EPA. The financial assurance must be one or more of the mechanisms listed below, in a form substantially identical to the relevant sample documents available from EPA, and be satisfactory to EPA. As of the date of signing this Settlement, the sample documents can be found under the “Financial Assurance - Settlements” category on the Cleanup Enforcement Model Language and Sample Documents Database at ▇▇▇▇▇://▇▇▇▇▇.▇▇▇.▇▇▇/compliance/models/. Respondents may use multiple mechanisms if they are limited to surety bonds guaranteeing payment, letters of credit, trust funds, insurance policies, or some combination thereof. The following are acceptable mechanisms: A surety bond guaranteeing payment, performance of the Work, or both, that is issued by a surety company among those listed as acceptable sureties on federal bonds as set forth in Circular 570 of the U.S. Department of the Treasury; An irrevocable letter of credit, payable to EPA or at the direction of EPA, that is issued by an entity that has the authority to issue letters of credit and whose letter-of-credit operations are regulated and examined by a federal or state agency; A trust fund established for the benefit of EPA that is administered by a trustee that has the authority to act as a trustee and whose trust operations are regulated and examined by a federal or state agency; A policy of insurance that provides EPA with acceptable rights as a beneficiary thereof and that is issued by an insurance carrier that has the authority to issue insurance policies in the applicable jurisdiction(s) and whose insurance operations are regulated and examined by a federal or state agency; A demonstration by a Respondent that it meets the relevant financial test criteria of ¶ 31 [, accompanied by a standby funding commitment,25 that requires the affected Respondent to pay funds to or at the direction of EPA, up to the amount financially assured through the use of this demonstration in the event of a Work Takeover]; or A guarantee to fund to perform the Work executed in favor of EPA by a company: (1) that is a direct or indirect parent company of a Respondent or has a “substantial business relationship” (as defined in 40 C.F.R. § 264.141(h)) with a Respondent; and (2) demonstrates to EPA’s satisfaction that it meets the financial test criteria of ¶ 30. Respondents seeking to provide financial assurance by means of a demonstration or guarantee under ¶ 30.e or 30.f shall, within [30] days of the Effective Date: Demonstrate that: the affected Respondent or guarantor has: two of the following three ratios: a ratio of total liabilities to net worth less than 2.0; a ratio of the sum of net income plus depreciation, depletion, and amortization to total liabilities greater than 0.1; and a ratio of current assets to current liabilities greater than 1.5; and net working capital and tangible net worth each at least six times the sum of the Estimated Cost of the Work and the amounts, if any, of other federal, state, or tribal environmental obligations financially assured through the use of a financial test or guarantee; and tangible net worth of at least $10 million; and assets located in the United States amounting to at least 90 percent of total assets or at least six times the sum of the Estimated Cost of the Work and the amounts, if any, of other federal, state, or tribal environmental obligations financially assured through the use of a financial test or guarantee; or the affected Respondent or guarantor has: a current rating for its senior unsecured debt of AAA, AA, A, or BBB as issued by Standard and Poor’s or Aaa, Aa, A or Baa as issued by Moody’s; and tangible net worth at least six times the sum of the Estimated Cost of the Work and the amounts, if any, of other federal, state, or tribal environmental obligations financially assured through the use of a financial test or guarantee; and tangible net worth of at least $10 million; and assets located in the United States amounting to at least 90 percent of total assets or at least six times the sum of the Estimated Cost of the Work and the amounts, if any, of other federal, state, or tribal environmental obligations financially assured through the use of a financial test or guarantee; and submit to EPA for the affected Respondent or guarantor: (1) a copy of an independent certified public accountant’s report of the entity’s financial statements for the latest completed fiscal year, which must not express an adverse opinion or disclaimer of opinion; and (2) a letter from its chief financial officer and a report from an independent certified public accountant substantially identical to the sample letter and reports available from EPA. As of the date of signature of this Settlement, a sample letter and report are available under the “Financial Assurance - Settlements” subject list category on the Cleanup Enforcement Model Language and Sample Documents Database at ▇▇▇▇▇://▇▇▇▇▇.▇▇▇.▇▇▇/compliance/models/. Respondents providing financial assurance by means of a demonstration or guarantee under ¶ 30.e or 30.f shall also: annually resubmit the documents described in ¶ 31.b within 90 days after the close of the affected Respondent’s or guarantor’s fiscal year; notify EPA within 30 days after the affected Respondent or guarantor determines that it no longer satisfies the relevant financial test criteria and requirements set forth in this Section; and provide to EPA, within 30 days of EPA’s request, reports of the financial condition of the affected Respondent or guarantor in addition to those specified in ¶ 31.b; EPA may make such a request at any time based on a belief that the affected Respondent or guarantor may no longer meet the financial test requirements of this Section. Respondents have selected, and EPA has found satisfactory, a [insert type] as an initial form of financial assurance.26 Respondents shall, within [30] days after the Effective Date, seek EPA’s approval of the form of Respondents’ financial assurance.27 Within 30 days after [the Effective Date / EPA’s approval,] Respondents shall secure all executed and/or otherwise finalized mechanisms or other documents consistent with the EPA-approved form of financial assurance and shall submit such mechanisms and documents to the Regional Financial Management Officer in accordance with ¶ 86. Respondents shall diligently monitor the adequacy of the financial assurance. If any Respondent becomes aware of any information indicating that the financial assurance provided under this Section is inadequate or otherwise no longer satisfies the requirements of this Section, such Respondent shall notify EPA of such information within [7] days. If EPA determines that the financial assurance provided under this Section is inadequate or otherwise no longer satisfies the requirements of this Section, EPA will notify the affected Respondent of such determination. Respondents shall, within 30 days after notifying EPA or receiving notice from EPA under this Paragraph, secure and submit to EPA for approval a proposal for a revised or alternative financial assurance mechanism that satisfies the requirements of this Section. EPA may extend this deadline for such time as is reasonably necessary for the affected Respondent, in the exercise of due diligence, to secure and submit to EPA a proposal for a revised or alternative financial assurance mechanism, not to exceed [60] days. Respondents shall follow the procedures of ¶ 36 (Modification of Amount, Form, or Terms of Financial Assurance) in seeking approval of, and submitting documentation for, the revised or alternative financial assurance mechanism. Respondents’ inability to secure financial assurance in accordance with this Section does not excuse performance of any other obligation under this Settlement. Access to Financial Assurance28 If EPA issues a notice of a Work Takeover under ¶ 25.b, then, in accordance with any applicable financial assurance mechanism [if a standby funding commitment requirement is included in ¶ 30.e, insert: and/or related standby funding commitment], EPA may require: (1) the performance of the Work; and/or (2) that any funds guaranteed be paid in accordance with ¶ 35.d. If EPA is notified that the issuer of a financial assurance mechanism intends to cancel the mechanism, and the affected Respondent fails to provide an alternative financial assurance mechanism in accordance with this Section at least 30 days prior to the cancellation date, the funds guaranteed under such mechanism must be paid prior to cancellation in accordance with ¶ 35.d. If, upon issuance of the relevant a notice of a Work Takeover Noticeunder ¶ 25, either: (1) EPA is unable for any reason to promptly secure the resources guaranteed under any applicable financial assurance mechanism [including the related standby funding commitment], whether in cash or in kind, to continue and complete the Work; or (2) the date financial assurance is a demonstration or guarantee under ¶ 30.e or 30.f, then EPA is entitled to demand an amount, as determined by EPA, sufficient to cover the cost of the remaining Work to be performed. Respondents shall, within __ days of such demand, pay the amount demanded as directed by EPA. Any amounts required to be paid under this ¶ 35 will be, as directed by EPA: (i) paid to EPA in order to facilitate the completion of the Work by EPA, the State, or by another person; or (ii) deposited into an interest-bearing account, established at a duly chartered bank or trust company that a written decision terminating such is insured by the Federal Deposit Insurance Corporation (“FDIC”), in order to facilitate the completion of the Work Takeover by another person. If payment is rendered made to EPA, EPA may deposit the payment into the Fund or into the [Site name] Special Account to be retained and used to conduct or finance response actions at or in connection with the Site, or to be transferred by EPA to the Fund. Modification of Amount, Form, or Terms of Financial Assurance. Beginning after the first anniversary of the Effective Date or at any other time agreed to by the Parties, Respondents may request to change the form, terms, or amount of the financial assurance mechanism. Respondent shall submit any request to EPA in accordance with ¶ 33, and shall include an estimate of the cost of the remaining Work, an explanation of the bases for the cost calculation, and a description of the proposed changes, if any, to the form or terms of the financial assurance. EPA will notify Respondents of its decision regarding the request. Respondents may modify the form, terms, or the amount of the financial assurance mechanism only in accordance with: (a) EPA’s approval; or (b) any resolution of a dispute on the appropriate amount of financial assurance under Section XIV. Any decision made by EPA on a request submitted under this Paragraph 61 (Formal Dispute Resolution). d. Notwithstanding to change the form or terms of a financial assurance mechanism shall not be subject to challenge by Respondents pursuant to the dispute resolution provisions of this Settlement or in any other provision forum. Respondents shall submit to EPA, within 30 days after receipt of EPA’s approval, or consistent with the terms of the resolution of the dispute, documentation of the change to the form, terms, or amount of the financial assurance instrument. Release, Cancellation, or Discontinuation of Financial Assurance. Respondents may release, cancel, or discontinue any financial assurance provided under this SettlementSection only: (a) if EPA issues a Notice of Completion of Work under Section 7.7 of the SOW (Notice of Completion of RI/FS Work); (b) in accordance with EPA’s approval of such release, EPA retains all authority and reserves all rights to take cancellation, or discontinuation; or (c) if there is a dispute regarding the release, cancellation, or discontinuance of any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌financial assurance, in accordance with the agreement or final decision resolving such dispute under Section XIV.

Work Takeover. ‌ a. If In the event EPA determines that Purchaser: (1) has Respondents have ceased implementation of any portion of the Work, are seriously or repeatedly deficient or late in their performance of the Work, or are implementing the Work in a manner which may cause an endangerment to human health or the environment, EPA may assume the performance of all or any portion of the Work as EPA determines necessary. Respondents may invoke the procedures set forth in Section XVI (2Dispute Resolution) to dispute EPA’s determination that takeover of the Work is warranted under this Paragraph. Costs incurred by the United States in performing the Work pursuant to this Paragraph shall be considered Future Response Costs that Respondents shall pay pursuant to Section XV (Payment of Response Costs). Notwithstanding any other provision of this Settlement Agreement, EPA retains all authority and reserves all rights to take any and all response actions authorized by law. a. In the event EPA determines that Respondents (i) have ceased implementation of any portion of the Work, or (ii) are seriously or repeatedly deficient or late in its performance of the Work, or (3iii) is are implementing the Work in a manner which may cause an endangerment to human health or the environment, EPA may issue a written notice (“Work Takeover Notice”) ” to Purchaserthe Respondents. Any Work Takeover Notice issued by EPA (which writing may be electronic) will‌‌‌ will specify the grounds upon which such notice was issued and will provide Purchaser Respondents a period of 30 days twenty-one (21) Days within which to remedy the circumstances giving rise to EPA’s issuance of such notice.‌‌‌‌‌‌‌‌‌‌‌notice. b. If, after expiration of the 30twenty-day one (21) Day notice period specified in Paragraph 74.asubparagraph 62.a, Purchaser has Respondents have not remedied to EPA’s satisfaction the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the performance of all or any portion(s) portions of the Work as EPA deems necessary (“Work Takeover”). EPA will shall notify Purchaser Respondents in writing (which writing may be electronic) if EPA determines that implementation of a Work Takeover is warranted under this Paragraph 74.b. Funding of Work Takeover costs is addressed under Paragraph 94 (Access to Financial Assurance).‌‌‌subparagraph 62.b. c. Purchaser Respondents may invoke the procedures set forth in Paragraph 61 Section XVI (Formal Dispute Resolution) ), Paragraph 43, to dispute EPA’s 's implementation of a Work Takeover under Paragraph 74.bsubparagraph 62.b. However, notwithstanding Purchaser’s Respondents’ invocation of such dispute resolution procedures, and during the pendency of any such dispute, EPA may in its sole discretion commence and continue a Work Takeover under Paragraph 74.b subparagraph 62.b until the earlier of of (1i) the date that Purchaser remediesRespondents remedy, to EPA’s satisfaction, the circumstances giving rise to EPA’s issuance of the relevant Work Takeover Notice, Notice or (2ii) the date that a written final decision terminating such Work Takeover is rendered in accordance with Paragraph 61 Section XVI (Formal Dispute Resolution), Paragraph 43, requiring EPA to terminate such Work Takeover. d. Notwithstanding After commencement and for the duration of any other provision Work Takeover, EPA shall have immediate access to and benefit of any financial assurance(s) provided pursuant to Section XXVI of this SettlementSettlement Agreement in accordance with the provisions of Paragraph 80 of that Section. If and to the extent that EPA is unable to secure the resources guaranteed under any such performance guarantee(s) and the Respondents fail to remit a cash amount up to but not exceeding the estimated cost of the remaining Work to be performed, all in accordance with the provisions of Paragraph 80, any unreimbursed costs incurred by EPA retains all authority and reserves all rights in performing Work under the Work Takeover shall be considered Future Response Costs that Respondents shall pay pursuant to take any and all response actions authorized by law. COVENANTS BY PURCHASER‌‌Section XV (Payment of Response Costs).