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6.5 Indemnity for Injuries. The right of entry granted by this Section 6 shall be at Buyer's sole risk. Buyer shall indemnify, defend and hold Seller harmless against claims, damages, costs and expenses, including attorneys' fees, for injury, including death, to any person, or damage or loss of any kind to property, including the Property, that may occur as a result of Buyer's exercise of the rights granted under this Paragraph 6. 6.6 Approval or Termination. (a) If Buyer has no objections to the results of Buyer's audits and inspections of the Property and the matters made available to Buyer pursuant to this Article 6, Buyer may continue this Agreement by delivering to Seller written notice (the "Approval Notice") on or prior to the Contingency Date. (b) Buyer may, at Buyer's sole discretion and option, for any reason, at any time on or before the Contingency Date, elect to terminate this Agreement and not purchase the Projects, by giving written notice to Seller of such election to terminate (the "Termination Notice"). If Buyer neither delivers the Approval Notice nor the Termination Notice to Seller on or before the Contingency Date, it shall be deemed that Buyer shall have delivered the Approval Notice and the parties shall proceed to Closing as provided in this Agreement. Notwithstanding anything contained herein to the contrary, if Buyer delivers the Termination Notice on or prior to the Contingency Date, this Agreement shall terminate, and neither Seller nor Buyer shall have any further obligation under this Agreement, except as to those obligations provided for herein which are stated to survive termination of this Agreement. If Buyer delivers the Approval Notice or is deemed to have delivered the Approval Notice, Buyer shall be deemed to have waived the right to terminate this Agreement pursuant to this Section 6.6 and the parties shall proceed to Closing pursuant to the provisions of this Agreement. ARTICLE 7 CLOSING; CLOSING DATE; CLOSING DOCUMENTS; CONDITION SUBSEQUENT; CLOSING COST ALLOCATIONS 7.1 Closing; Closing Date.. The Closing shall occur on the tenth (10th) day after the Contingency Date (the "Closing Date"). The Closing shall be held at 10:00 a.m. on the Closing Date at the offices of Title or at such other place, date and time as Seller and Buyer may agree in writing. 7.2 Seller's Closing Documents. At Closing, Seller shall execute, acknowledge (where appropriate), and deliver to Buyer and/or Title, as appropriate, the following, each dated as of the Closing Date. (a) A Quitclaim Deed ("Deed") conveying to Buyer the Property, free and clear of any liens or encumbrances other than the Permitted Exceptions; provided however that the Deed will contain a restriction on the use of the Property as set forth on Exhibit G attached hereto. (b) An affidavit indicating that on the Date of Closing there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller, that there has been no skill, labor or material furnished to the Property at the request of Seller for which mechanics' liens could be filed, and that there are no other unrecorded interests in the Property of any kind, including but not limited to any leasehold interests in the Property, except for Permitted Exceptions. 84959-004\1553027_4.doc 5