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11. Examination of Title. Within ten (10) business days of Buyer's receipt of the last item of the Evidence of Title or within ten (10) business days of Buyer's discovery of a defect in the marketability of Seller's title to the Property which defect was not reasonably ascertainable from the Evidence of Title, Buyer may give Seller written notice of alleged defect(s) in the marketability of Seller's actual and record title to the Property and request that Seller make Seller's title marketable ( "Objections "). Any defects in the marketability of Seller's title to the Property, including but not limited to the "Existing Encumbrances, as defined in Section 12(a)(ii), which Buyer does not object to, in writing, within the time period set forth above, will be deemed "Permitted Encumbrances," and Seller may expressly exclude such Permitted Encumbrances from the Limited Warranty Deed described in Section 7(a)(iii). Within ten (10) business days of Seller's receipt of Buyer's Objection(s), Seller must notify Buyer, in writing, if Seller will attempt to make Seller's title to the Property marketable. If Seller notifies Buyer that Seller will attempt to make Seller's title to the Property marketable, Seller will have up to one hundred twenty (120) days from Seller's receipt of Buyer's Objections to do so, and, if necessary, the Date of Closing will be rescheduled accordingly. If Seller makes Seller's title marketable within the one hundred and twenty day period, Seller will notify Buyer, in writing, and the Parties must close pursuant to the terms of this Agreement. The new "Date of Closing" will be the earlier of the Date of Closing, as set forth in Section 7 or the date fifteen (15) days from the date Seller notifies Buyer that Seller's title is marketable. If (i) Seller notifies Buyer that Seller does not intend to make Seller's title marketable, (ii) Seller notifies Buyer that Seller intends to make Seller's title marketable but is unable to do so within one hundred twenty (120) days from Seller's receipt of Buyer's Objections, or (iii) Seller fails to notify Buyer if it intends to make Seller's title marketable within the ten (10) business day period provided for above, Buyer must either: 2650680v4 09/13/10 a. terminate this Agreement pursuant to the procedures set forth in Section 19, in which case the Earnest Money shall be disbursed to Buyer; or b. notify Seller that Buyer waives Buyer's Objections. If Buyer waives Buyer's Objections, the matters giving rise to such Objections will be deemed a Permitted Encumbrance and the Parties must fully perform their obligations under this Agreement. The Parties must establish a new Date of Closing by mutual agreement, but if the Parties cannot establish a new Date of Closing by mutual agreement, the Date of Closing will be the date fifteen (15) days from the effective date of Buyer's notice to Seller that Buyer waives Buyer's Objections. If Buyer does not notify Seller of Buyer's election to terminate this Agreement pursuant to subsection (a) above or waive Buyer's Objections pursuant to subsection (b) above within fifteen (15) days of the expiration of the one hundred twenty (120) day period provided for above, this Agreement will automatically terminate, Buyer must deliver an executed and recordable quit claim deed to the Property to Seller and Seller must return or instruct Title to return the Earnest Money and any interest which the Earnest Money has earned to Buyer. 12. Representations, Statutory Disclosures and Covenants of Seller. a. Representations of Seller. Seller represents to Buyer that, as of the Effective Date: -6-