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outstanding balance including at par value (being the unpaid principal balance of the Note, all accrued interest as contracted, any applicable charges, costs, expenses and • reasonable attorneys fees). The City Manager shall be authorized to execute any and all documents necessary for this subordination. 9. No Representations or Warranties. Purchaser warrants and acknowledges to and agrees with Seller that Purchaser is purchasing the Property in an "As Is" condition "With All Faults" and specifically and expressly without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever from or on behalf of the Seller including, without limitation, with respect to the environmental condition of the Property or the availability of tax credits or any other financial assistance in connection with the Property, except that Seller warrants that it shall convey free and marketable title to the property. Without in any way limiting the generality of the preceding, Purchaser 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 the condition of the Property, either patent or latent, its ability or inability to develop the Property, the actual or potential income or profits to be derived from the Property, the compliance with any federal, state or local environmental protection, pollution or land use laws, rules, regulations or requirements, and any other state or local acts or ordinances which exist with respect to the Property. 10. Pro -rations and Closing Costs. Seller shall pay for any recording tax • imposed upon grantors as to the deed. Purchaser shall pay all other closing costs. 11. Risk of Loss. The risk of loss or damage to the Property is assumed by Seller until closing except for loss or damage to the Property arising from Purchaser's, or its representatives', agents' or employees' actions at or to the Property. 12. Purchaser's Remedies. In the event Seller breaches this Agreement or otherwise fails to perform or observe any of the covenants or obligations to be performed or observed by it hereunder, Purchaser shall be entitled to pursue any and all remedies available to it at law or in equity. 13. Seller's Remedies. In the event Purchaser breaches this Agreement or otherwise fails to perform or observe any of the covenants or obligations to be performed or observed by it hereunder, Seller shall be entitled to pursue any and all remedies available to it at law or in equity. All rights and remedies of Seller hereunder or at law or in equity are expressly declared to be cumulative. The exercise by Seller of any such right or remedy shall not prevent the concurrent or subsequent exercise of any other right or remedy. No failure to exercise or delay in the exercise of any such right or remedy shall constitute a waiver of any default by Purchaser hereunder, any of Seller's rights or remedies in connection therewith, or Seller's right to exercise such rights or remedies thereafter in the event of any continuing or subsequent default by Purchaser hereunder unless such waiver is set forth in a written instrument signed by Seller. If Seller waives in writing any default by Purchaser, such waiver shall not be construed as a waiver of any • 4