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DRAFT 4.15.2004 • 9.0. onditi n C o s to Closing. The closing of the transaction contemplated by this Agreement and the obligation of the Authority to sell the Property and of the Developer to purchase the same shall be subject to the following conditions: 9.1. Authority Responsibilities: (a) Provide an updated abstract or title commitment, at the cost of Developer, for the Property; (b) Provide confirmation that sewer and water service is available to the Property. 9.2. Developer's Responsibilities: (a) Title: Developer may review and approve preliminary title reports and surveys in accordance with this Agreement; (b) Developer shall indemnify Authority against any liability, cost or expense incurred by Authority as a result of Developer's actions, including but not limited to fines, court costs,reasonable attorneys'fees and remedial costs. Authority shall provide Developer and Developer's agents and representatives access to the Property, at reasonable times and in a reasonable manner, for purposes of completing such Investigation/Due Diligence Period requirements. Authority shall cooperate with the Developer's investigation of the Property, including Developer's ability to interview, at reasonable times and in a reasonable manner, Authority or any of Authority's employees or to take samples of any soil, ground water or other materials provided the same does not unreasonably interfere with Authority's operations. (c) Developer must provide adequate evidence of financing for the purchase and construction of the Minimum Improvements on the Property. 9.3. With respect to the above-described conditions, Developer shall give notice of its desire to terminate this Agreement for failure to fulfill any of said conditions on or before the Date of Closing or such earlier date as may be specified above. In the event no notice of termination is given within the specified time period with respect to any such section hereof, such condition shall be deemed to be waived by Developer and Developer shall proceed to closing in accordance with the other terms and conditions hereof. If this Agreement is terminated due to the failure of the conditions set forth in Sections 9.1, the Earnest Money shall be promptly returned to Developer in exchange for a quit claim deed for the Property and neither party shall have further rights and obligations hereunder. If this Agreement is terminated due to the failure of the conditions set forth in Section 9.2, the Earnest Money IPshall be retained by the Authority and the Developer shall execute a quit claim deed for the SJR-245249v4 MU205-29 8