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marketability of Seller title to the Property or any encumbrances on Seller's title <br /> to the Property that are objectionable to Buyer, and (ii)the specific actions Buyer <br /> requests that Seller take with respect to each such defect or encumbrance (a"Title <br /> Objection Notice"). Any defects in or encumbrances on Seller's title that Buyer <br /> does not identify in a timely Title Objection Notice are each a"Permitted <br /> Exception." Within three (3)business days after Seller's receipt of a Title <br /> Objection Notice from Buyer, Seller will notify Buyer, in writing, of the actions, <br /> if any, that Seller is willing to take with respect to each of the matters identified in <br /> the Title Objection Notice and the time frame in which Seller will take those <br /> actions ("Seller's Title Notice"). If Seller's Title Notice indicates that Seller <br /> unconditionally agrees to make Seller's title to the Property marketable on or <br /> before the closing date established pursuant to Section 10, the parties shall <br /> proceed to closing pursuant to the terms of this Agreement. If Seller's Title <br /> Notice indicates that Seller does not unconditionally agree to make Seller's Title <br /> to the Property marketable on or before the closing date established in Section 10, <br /> Buyer may, at any time with five (5)business days after Buyer's receipt of <br /> Seller's Title Notice, terminate this Agreement by written notice to Buyer in <br /> which case this Agreement is terminated and Escrow Agent must disburse any <br /> Earnest Money(other than Earnest Money that Escrow Agent has disbursed to <br /> Seller pursuant to Sections 4(b) and(c)) ("Buyer's Title Termination Notice"). <br /> If Buyer does not deliver a Buyer's Title Termination Notice to Seller within the <br /> five (5)business days after Buyer's receipt of Seller's Title Notice, than Seller <br /> must perform in accordance with Seller's Title Notice, Buyer shall be deemed to <br /> have waived Buyer's objections to the extent Seller has not agreed to address <br /> them in Seller's Title Notice, the matters to which Buyer objected and Seller did <br /> not agree to resolve are deemed Permitted Exceptions, and the parties shall <br /> proceed to Closing in accordance with the terms of this Agreement and the terms <br /> of Seller's Title Notice. <br /> 8. RIGHT OF ENTRY. At all times after Buyer has deposited the Earnest Money with <br /> Seller and before the expiration of the Inspection Period(as defined in Section 9), Buyer <br /> (and its employees, agents, and contractors)may enter the Property for the purpose of <br /> conducting soil tests, environmental tests, and additional survey work, subject to the <br /> following conditions: <br /> a. Upon the earlier of the date one week after Buyer's completion of its activities on <br /> the Property or the date one week after the termination of this Agreement, if either <br /> Seller or Buyer terminate this Agreement in accordance with the provisions <br /> hereof prior to Closing, Buyer must repair and or restore any damage Buyer or its <br /> employees, agents or contractors cause to the Property and remove any personal <br /> property, refuse or debris Buyer or its employees, agents or contractors brought <br /> onto or authorized third parties to bring onto the Property. <br /> b. Buyer must defend and indemnify Seller from and against and hold Seller <br /> harmless Seller from all"Claims,"as defined in Section 10, arising out of, <br /> resulting from or relating to any loss of or damage to any property or business or <br /> 3 <br /> DOCS45557612-0 <br />