QUALITY,NATURE, ADQUACY, OR PHYSICAL CONDITION OF SOILS OR GROUND WATER AT THE
REAL PROPERTY, (III) THE EXISTENCE, QUALITY, NATURE, ADEQUACY, OR PHYSICAL
CONDITION OF ANY UTILITY SERVING THE REAL PROPERTY, (IV) THE AD VALOREM TAXES
NOW OR HEREAFTER PAYABLE ON THE PROPERTY AND THE VALUATION OF THE PROPERTY FOR
AD VALOREM TAX PURPOSES, (V) THE DEVELOPMENT POTENTIAL OF THE REAL PROPERTY OR
THE HABITABILITY, MERCHANTABILITY, FITNESS, SUITABILITY, OR ADEQUACY OF TE REAL
PROPERTY, OR ANY PORTIONOF THE REAL PROPERTY, FOR ANY PARTICULAR USE OR PUPOSE,
(VI) THE ZONING OR OTHER LEGAL STATUS OF THE REAL PROPERTY, (VII) THE COMPLIANCE
BY THE
REAL PROPERTY, OR ANY PORTION OF THE REAL PROPERTY, OR THE OPERATIONS
CONDUCTED ON OR AT THE REAL PROPERTY, WITH ANY LEGAL REQUIREMENTS OR COVENANTS,
CONDITIONS, OR RESTRICTIONS APPLICABLE TO THE REAL PROEPRTY, (VIII) THE QUALITY
OF ANY LABOR OR MATERIALS RELATING IN ANY MANNER TO THE PROPERTY, OR ANY LABOR
OR MATERIALS RELATING IN ANY MANNER TO THE PROPERTY, OR (IX) EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, THE CONDITION OF TITLE TO THE PROPERTY OR
THE NATURE, STATUS, AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, RIGHT OF REDEMTPION,
POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, COVENANT, CONDITION,
RESTRICTION OR ANY OTHER MATTER AFFECTING TITLE TO THE PROPERTY.
AS A MATERIAL PART OF THE CONSIDERATION TO SELLER FOR THE SALE OF THE HOTEL
HEREUNDER, EXCEPT AS MAY BE OTHERWISE EXPRESSLY SET FORTH HEREIN, BUYER HEREBY
WAIVES AND RELINQUISHES, AND RELEASES SELLER, EXISTING MANAGER, AND ALL OF
SELLER'S AND EXISTING MANAGER'S OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS,
MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY FOR PURPOSES OF THIS PARAGRAPH
ONLY, "SELLER RELEASE PARTIES") FROM ANY AND ALL CLAIMS AND REMEDIES (INCLUDING,
WITHOUT LIMITATION, ANY RIGHT OF RESCISSION) AGAINST SELLER RELEASE PARTIES OR
ANY OF THEM BASED DIRECTLY OR INDIRECTLY ON (A) ANY PAST, PRESENT, OR FUTURE
CONDITION OF THE HOTEL, INCLUDING, WITHOUT LIMITATION, THE RELEASE OR PRESENCE
OF ANY HAZARDOUS SUBSTANCES OR (B) ANY NONINTENTIONAL MISREPRESENTATION, OR
FAILURE TO DISCLOSE TO BUYER ANY INFORMATION REGARDING THE HOTEL (INCLUDING,
WITHOUT LIMITATION, ANY DEFECTIVE, HAZARDOUS, OR UNLAWFUL CONDITION OF WHICH
SELLER SHOULD BE AWARE, WHETHER OR NOT SUCH CONDITION REASONABLY COULD HAVE BEEN
DISCOVERED BY BUYER THROUGH AN INSPECTION OF THE HOTEL OR THE PROPERTY RECORDS
MADE AVAILABLE TO BUYER FOR INSPECTION DURING THE DUE DILIGENCE PERIOD OR
AVAILABLE IN THE RECORDS OF ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER
THE PROPERTY).
SUBJECT TO ANY LIMITATIONS EXPRESSLY SET FORTH IN THIS
AGREEMENT, THE FOREGOING RELEASE SHALL NOT EXTEND TO (AND SHALL EXPRESSLY
EXCLUDE) CLAIMS ARISING FROM (I) SELLER'S FRAUD, AND (II) SELLER'S BREACH OF ITS
EXPRESS REPRESENTATIONS AND WARRANTIES, COVENANTS, AND OBLIGATIONS (INCLUDING
INDEMNITY OBLIGATIONS) SET FORTH IN THIS AGREEMENT.
BUYER UNDERSTANDS THAT SUCH
WAIVER AND RELEASE INCLUDES STATUTORY AS WELL AS "COMMON LAW" AND EQUITABLE
RIGHTS AND REMEDIES AND THAT IT COVERS POTENTIAL CLAIMS OF WHICH BUYER MAY BE
CURRENTLY UNAWARE OR UNABLE TO DISCOVER.
BUYER ACKNOWLEDGES THAT THE FOREGOING
WAIVER AND RELEASE IS OF MATERIAL CONSIDERATION TO SELLER IN ENTERING INTO THIS
AGREEMENT, THAT BUYER'S COUNSEL