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

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immediately returned to Buyer and Seller shall reimburse the actual, documented, direct costs which Buyer incurred in preparation for the negotiation of this Agreement and the conduct of its due diligence up to an amount not to exceed Two Hundred Fifty Thousand and Noll 00 Dollars ($250,000). The effective termination date shall be the date upon which Seller receives such notice. Except as set forth in this Agreement, Buyer shall have no other remedy for a Seller default. C. Both Parties knowingly and voluntarily waive their right to pursue any remedy of specific performance. 13. Under and Subject. Subject to Section 7 and Section 10 of this Agreement, Buyer shall take title to the Property subject to the following: (a) building and use restrictions of record; (b) noise, vibrations, dust, odor, rail activities and illumination easement of record (c) vehicular, access, rail or pedestrian easements of record affecting the Property and being along the front, rear or side lot lines; (d) water, sewer, gas, electric, cable television, and telephone lines or other easements of record or as presently installed; and (c) easements apparent upon inspection of the Property, except to the extent Seller, at its sole discretion, undertakes to cure any of the foregoing as provided in Section 7; provided, however, that Seller in all events shall remove any Required Cure Items. 14. Proration Items. Unless otherwise provided for in Section 17: (a) real estate transfer taxes will be paid equally by Seller and Buyer; (b) current water and sewer charges, municipal garbage and rubbish removal charges, rents, interest and real estate taxes will be prorated as of the date of settlement; (c) county and municipal real estate taxes will be prorated on an accrual basis such that Seller provides a credit to Buyer on account of unpaid real estate taxes and any prior years not yet due and payable; and (d) school district real estate taxes will be prorated such that Seller provides a credit to Buyer on account of current school district real estate taxes and any prior years not yet due and payable. All real estate tax prorations shall be based on the real estate taxes levied or estimated to be levied by each taxing body and subject to re-proration promptly after the issuance of a final tax bill. Buyer shall receive a credit against the Purchase Price at Closing for the BIAC security deposit, if any, and for all rentals paid by BIAC in advance (prorated if applicable, based on a 30-day month). 15. Inspection of Real Estate; AS-IS Sale: Real Estate_Seller Disclosure Statement. Buyer acknowledges that Buyer will have the opportunity to inspect the Property during the Feasibility Period. Buyer is relying only on the inspection of the Property made by Buyer (in addition to any express representations and covenants of Seller in this Agreement) and is not relying on any oral statement concerning the physical condition of the Property made by Seller or any other party acting on behalf of Seller or any written statement concerning the physical condition of the Property given to Buyer by Seller except for written statements contained in this Agreement. Buyer further acknowledges and agrees that Buyer has been, or will be prior to the end of the Feasibility Period, given a full opportunity to examine, inspect and conduct Buyer's own investigation of all matters with respect to taxes, bonds, environmental condition, Redwood PSA FINAL EXECUTION 4.16.09 v.14 6