AGREEMENT. PURCHASER 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 PURCHASER MAY BE CURRENTLY UNAWARE OR UNABLE TO
DISCOVER. PURCHASER ACKNOWLEDGES THAT THE FOREGOING WAIVER AND RELEASE IS OF
MATERIAL CONSIDERATION TO SELLER IN ENTERING INTO THIS AGREEMENT, THAT
PURCHASER'S COUNSEL HAS ADVISED PURCHASER OF THE POSSIBLE LEGAL CONSEQUENCES OF
MAKING SUCH WAIVER AND RELEASE AND THAT PURCHASER HAS TAKEN INTO ACCOUNT, IN
AGREEING TO PURCHASE THE HOTEL AT THE PURCHASE PRICE SPECIFIED HEREIN, SELLER'S
DISCLAIMER OF ANY WARRANTIES AND REPRESENTATIONS REGARDING THE HOTEL OTHER THAN
THOSE EXPRESSLY SET FORTH HEREIN. NOTHING HEREIN, HOWEVER, SHALL RELEASE SELLER
FROM ANY LIABILITY IN CONNECTION WITH ANY FRAUD OR FOR A BREACH OF A
REPRESENTATION SET FORTH IN SECTION 5.01 AND SECTION 14.01(b), SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
Purchaser further agrees and acknowledges that, in giving the foregoing waiver
and release, it has with its legal counsel, considered any statute or other law
that might apply to and limit the effect of Purchaser's waiver and release
herein and hereby knowingly waives the benefits of any such law and intends that
it not be applicable here, including, but not limited to the provisions of
California Civil Code Section 1542, which provides as follows:
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"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR."
Purchaser's Initials
(g) NEITHER SELLER NOR MANAGER SHALL BE LIABLE TO PURCHASER OR ANY OF ITS
AFFILIATES FOR ANY PROSPECTIVE OR SPECULATIVE PROFITS, OR SPECIAL, INDIRECT,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT OR
NEGLIGENCE OR IN ANY OTHER MANNER ARISING FROM THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(h) PURCHASER FURTHER DECLARES AND ACKNOWLEDGES THAT THE FOREGOING WAIVERS HAVE
BEEN BROUGHT TO THE ATTENTION OF PURCHASER AND REVIEWED WITH LEGAL COUNSEL OF
ITS CHOOSING AND EXPLAINED TO IT IN DETAIL BY SUCH LEGAL COUNSEL AND THAT
PURCHASER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO THE FOREGOING WAIVER.
(i) PURCHASER AND SELLER ACKNOWLEDGE THAT NOTHING HEREIN IS INTENDED TO RELIEVE
SELLER OF ANY UNWAIVABLE DISCLOSURE OBLIGATIONS EXPRESSLY REQUIRED BY APPLICABLE
LAW.
ARTICLE III
PURCHASE PRICE
3.01 Purchase Price. The purchase price (the "Purchase Price") to be paid by
Purchaser to Seller at the Closing shall be One Hundred Forty Three Million
Dollars ($143,000,000), subject to the prorations and adjustments as provided in
this Agreement. Seller and Purchaser agree that the Purchase Price shall be
allocated among (i) the Land, (ii) the Improvements, and (iii) the Personal
Property as may be determined by agreement of Seller and Purchaser prior to the
Closing for federal, state and local tax purposes in accordance with
Section 1060 of the Code. During the Inspection Period, Purchaser shall deliver
to