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DRAFT Earnest Money Draft Date: July 19, 2006 Page 3 of 6 If any of these conditions is not satisfied by the date herein, Buyer has the option to terminate this Agreement by giving written notice of termination to Seller on or before the date of closing, time being of the essence, in which case Buyer and Seller must sign a Cancellation of Purchase Agreement. Buyer may waive any condition in Buyer's sole and absolute discretion. The ability of Seller to convey marketable fee title to the property, free and clear of any and all liens. 5. PERMITTED ACCESS AND INSPECTION. Buyer's performance of this Agreement is expressly conditioned upon Buyer's inspection and approval of the Property, which inspection shall be made within 30 days after the date hereof. During the term of such inspection, Buyer and its authorized representatives shall be permitted access to the Property at reasonable times for the purposes of architectural inspection and design stuQies, and such soil borings and environmental assessment as are deemed necessary by Buyer. Buyer agrees to indemnify and defend Seller from, and to hold Seller harmless against any and all claims, causes of action or expenses, including attorney's fees, relating to or arising from Buyer's presence on the Property prior to the Closing Date. Buyer agrees to repair any damage to the Property caused by such inspections and to return the Property to substantially the same condition as existed prior to Buyer's inspection. If said inspection is, in Buyer's sole discretion, unsatisfactory to Buyer, Buyer shall notify Seller of the same in writing within 30 days after the date hereof and this agreement shall be null and void. Buyer shall be entitled to actual possession of the Property on and after the Closing Date. 6. SPECIAL ASSESSMENTS. Seller shall pay all current special assessments, pending or levied, for the property being purchased at closing. 7 . STATE DEED TAX. Seller shall pay the cost of any state deed tax stamps required to be attached to the deed upon recording thereof in accordance with the requirements of any lawful authority. Buyer shall pay the cost of any Mortgage Registration Tax and the cost of any Title Insurance premium in . connection with the purchase. 8. HAZARDOUS WASTE AND TOXIC SUBSTANCES. Seller shall provide all information to Buyer, within 10 days, of any Phase I and/or Phase II or any other Environmental tests that have been: - performed in the last twenty-four (24) months on the Property.