Agmt09 Lonestar CA, Inc - CEMEX - 1402-1450 Maple St.

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and remove any of the following liens, claims or encumbrances evidenced by the title commitment or any update to the title commitment: (i) the lien of any mortgage, deed of trust or comparable or related encumbrance evidencing an indebtedness of Seller or its affiliates; (ii) any lien for delinquent or due and owing real estate taxes or assessments; and (iii) any other matter affecting title that Seller is required to remove under this Agreement. The items referred to in the preceding clauses (i) through (iii) are collectively referred to as "Required Cure Items". Buyer may provide written notice to Seller of any defects, liens, or encumbrances on title to which Buyer objects. Seller shall advise Buyer, in writing and within ten (10) days thereafter, as to which defects, liens or encumbrances Seller will undertake to cure and remove, if any, except that if Seller fails to respond, Seller shall be deemed to have elected not to cure and remove any such defects, liens or encumbrances; provided that in all events Seller shall remove Required Cure Items. 8. Possession; Leases. Possession of the Property will be delivered to Buyer on the date of settlement free and clear of all tenants and occupants other than the Bair Island Aquatic Center ("BIAC") pursuant to its lease with Seller (the "BIAC Lease"). Prior to Closing, Seller shall not amend the BIAC Lease. 9. Risk of Loss. Risk of loss of the Property will remain upon Seller until settlement. 10. Maintenance of the Property; Buyer's Option. Seller shall cause all tenants of the Property other than BIAC to vacate and surrender possession of the Property prior to Closing in the condition required by the terms of such tenants' leases and this Agreement, and prior to the Closing Seller shall remove or shall cause its tenants (other than BIAC) to remove all waste, debris, and the tenants' personal property located on the Property. If Seller fails to do so, or if a material change occurs in the physical condition of the Property before the earlier of the settlement or the time at which Buyer takes possession, without limiting Buyer's remedies if Seller is in default of this Agreement, Buyer will have the option to: (a) Terminate this Agreement and, upon termination, the Deposit will be returned immediately to Buyer after which the parties will be relieved of all obligations in this Agreement except as noted in Section 28 below; or (b) Proceed with this Agreement and pay the balance of the purchase price, and Seller will assign to Buyer any insurance proceeds to which Seller may be entitled as a result of the change in condition. To exercise option (a) above Buyer must give written notice to Seller within ten (10) days after learning of the material change in physical condition. If Buyer fails to give such written notice, Buyer will be conclusively deemed to have chosen option (b) above. Notwithstanding anything contained herein to the contrary, Seller shall not execute and enter into any lease, license or occupancy agreement for any portion of the Land unless Seller obtains Buyer's advance written consent, which consent may be given or withheld in Buyer's sole discretion. Seller shall not assign, lien, encumber or otherwise transfer any part of the Property or any interest therein. Without limitation of the foregoing, Seller shall not grant any easement, right of way, restriction, covenant or other comparable right affecting the Land without obtaining Buyer's prior written consent, which consent may be given or withheld in Buyer's sole Redwood PSA FINAL EXECUTION 4.16.09 v.14 4