Township Council Meeting — Agenda

(“Buyer’s Title Notice”). If any title objections are disclosed in the Title Commitment or any survey objections are identified in the Survey which render title to the Property other than good and marketable, free and clear of all liens, encumbrances, easements, restrictions, and other title objections set forth in Buyer’s Title Notice, Seller shall use its best efforts (except for Seller’s affirmative obligation to remove monetary liens, judgments or encumbrances as provided in Section 4(A)) to (i) correct, at Seller’s sole cost and expense, any such title objections within fifteen (15) days after Seller’s receipt of the Buyer’s Title Notice, and (ii) deliver to Buyer adequate assurances that all monetary liens, judgments or encumbrances will be removed before or at Closing as provided in Section 8. If Seller is unable to correct such objections within said fifteen-day period, Buyer may thereafter exercise its rights set forth in Section 11. 5. Due Diligence Investigations. A. Buyer may engage a soil consultant, environmental consultant, civil engineer, attorney and/or other professionals to perform inspections of the Property, analyze the development potential of the Property and analyze the condition of title to the Property. The aforesaid inspection and analysis (the “Due Diligence Investigation”) may include, but shall not be limited to (i) Phase I and Phase II environmental site assessments and soil and groundwater testing, (ii) a wetlands and flood plain delineation and analysis, geotechnical studies and storm water management evaluation, (iii) soil and percolation tests concerning the ability to develop the Property, (iv) an analysis of the applicable laws and ordinances affecting the Property, (v) an analysis of the availability of all utilities required to service the Property, including, without limitation, gas, electric, water, sanitary sewer, storm sewer and telephone services, (vi) an inspection as to condition of title to the Property, (vii) a physical survey of the Property, and (viii) any other analysis and test that Buyer deems necessary in connection with the use and development of the Property at its sole cost and expense. B. Pre-Closing Access. From and after the Effective Date through Closing or the earlier termination of this Agreement, Buyer and its respective agents,

its sole cost and expense. B. Pre-Closing Access. From and after the Effective Date through Closing or the earlier termination of this Agreement, Buyer and its respective agents, inspectors, contractors, engineers, architects, surveyors, title companies, accountants, consultants and representatives shall have access to the Property for the purpose of conducting such examinations, reviews and inspections with respect to the Property as Buyer may deem necessary, including, without limitation, geotechnical soil borings, engineering studies and environmental testing, provided that Buyer shall promptly repair any damage to the Property caused in connection with such investigations; provided, however, that Buyer shall have no obligation to repair any damage to the extent caused by Seller’s negligence or misconduct, or to remediate, contain, abate, restore or control any pre-existing conditions (environmental or otherwise) at or concerning the Property. Buyer shall indemnify and hold Seller harmless from and against any mechanics’ liens, personal injury or physical property damage caused by Buyer in the conduct of its Due Diligence Investigation, reviews and inspections; provided, however, Buyer’s indemnification and hold harmless obligations shall not cover, and Buyer shall not be responsible for claims, injuries, losses, costs or damages arising or resulting from the mere discovery of pre-existing conditions (environmental or otherwise) at or concerning the Property or Seller’s negligence or misconduct. At Seller’s election, Seller may have a representative present during any such inspection provided Seller makes such representative reasonably available for such purpose. As part of its investigation of the Property, Buyer shall have the right to contact any municipal, township, county, state, or federal governmental agency, including 3 #13069278.1 #13244508.1