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shall promptly repair any damage and restore the Property to its condition immediately prior to such entry and damage. If it is not reasonably practical to restore the Property to its condition prior to such Inspections, Buyer will not be required to restore the Property if prior to undertaking any such Inspections, Buyer receives written approval of Seller that it will not be required to restore the Property. 6.4 Indemnity for Costs of Inspections. Buyer shall promptly pay for all services rendered by its agents, employees and contractors to conduct the Inspections and provide the Data and Services, and shall not allow any mechanic's liens to attach to, or be filed against, the Property. Buyer shall indemnify, protect, defend and hold Seller harmless from and against any obligation, liability, claim (including any claim for damage to property or injury to or death of any persons), lien or encumbrance, loss, damage, cost or expense, including attorneys' fees, whether or not legal proceedings are instituted, in any way arising from the Inspections or examinations of the Property by Buyer or its agents, employees or contractors. The indemnity which is the subject of the preceding sentence shall not cover liability arising from the physical condition of the Property unless such physical condition is created by Buyer. Such agreement to repair and restore, and to indemnify and hold harmless Seller, shall survive Closing or any termination of this Agreement notwithstanding any provision to the contrary in this Agreement. 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 84959-004\ 1571749.doc 5