LEASES, THE NEW LEASES, AND THE CREDITWORTHINESS OF ANY
TENANT THEREUNDER), AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES, AND SHALL MAKE, NO
EXPRESS OR IMPLIED WARRANTY AS TO MATTERS OF TITLE (OTHER THAN ANY WARRANTIES
SET FORTH IN THE DEVELOPMENT AUTHORITY LEASE ASSIGNMENT TO BE DELIVERED AT
CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION
(INCLUDING, WITHOUT LIMITATION, LAWS, RULES, REGULATIONS, ORDERS AND
REQUIREMENTS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR
DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED
SUBSTANCE), VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY
OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROJECT OR THE PROPERTY
(HEREINAFTER COLLECTIVELY CALLED THE "DISCLAIMED MATTERS"). BUYER AGREES THAT,
WITH RESPECT TO THE PROJECT AND THE PROPERTY, BUYER HAS NOT RELIED UPON AND WILL
NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF
SELLER, BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROJECT
AND THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITION OF THE PROJECT) AND RELY UPON SAME AND, UPON CLOSING, SHALL ASSUME THE
RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMED
MATTERS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS.
SUCH INSPECTIONS AND INVESTIGATIONS OF BUYER SHALL BE DEEMED TO INCLUDE AN
ENVIRONMENTAL AUDIT OF THE PROPERTY, AN INSPECTION OF THE
PHYSICAL COMPONENTS AND GENERAL CONDITION OF ALL PORTIONS OF THE PROJECT, SUCH
STATE OF FACTS AS AN ACCURATE SURVEY AND INSPECTION OF THE PROJECT WOULD SHOW,
PRESENT AND FUTURE ZONING AND LAND USE ORDINANCES, RESOLUTIONS AND REGULATIONS
OF THE CITY, COUNTY AND STATE WHERE THE PROJECT IS LOCATED AND THE VALUE AND
MARKETABILITY OF THE PROJECT AND THE PROPERTY. SELLER SHALL SELL AND CONVEY TO
BUYER, AND BUYER SHALL ACCEPT, THE PROJECT AND THE PROPERTY "AS IS", "WHERE IS",
AND WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR
REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROJECT OR THE PROPERTY BY
SELLER OR ANY THIRD PARTY. WITHOUT IN ANY WAY LIMITING ANY PROVISION OF THIS
PARAGRAPH 11, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT HEREBY WAIVES,
RELEASES AND DISCHARGES ANY CLAIM IT HAS, MIGHT HAVE HAD OR MAY HAVE AGAINST
SELLER WITH RESPECT TO (i) THE DISCLAIMED MATTERS, (ii) THE CONDITION OF THE
PROJECT OR THE PROPERTY, EITHER PATENT OR LATENT, (iii) THE PAST, PRESENT OR
FUTURE CONDITION OR COMPLIANCE OF THE PROJECT WITH REGARD TO ANY ENVIRONMENTAL
PROTECTION, POLLUTION CONTROL OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR
REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, CERCLA, AND (iv) ANY OTHER STATE OF
FACTS THAT EXISTS WITH RESPECT TO THE PROJECT OR THE PROPERTY. THE TERMS AND
CONDITIONS OF THIS PARAGRAPH 11 SHALL EXPRESSLY SURVIVE THE CONSUMMATION OF THE
PURCHASE AND SALE OF THE PROPERTY ON THE CLOSING DATE, THE DELIVERY OF THE
AFORESAID ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT AND OPTION RIGHTS AND THE
PAYMENT OF THE PURCHASE PRICE, WITHOUT REGARD TO ANY LIMITATIONS UPON SURVIVAL
SET FORTH IN