Common use of Acceptance of the Premises Clause in Contracts

Acceptance of the Premises. Lessee accepts the lease of the Premises and the assignment of each of the Assigned Acquired Interests “AS IS, WITH ALL FAULTS,” in their respective condition, and Lessee assumes the risk of any and all latent or patent defects in the condition of the Premises or any of the Assigned Acquired Interests. Lessor makes no representations or warranties of any kind regarding title, condition, adequacy or suitability, the presence or absence of any defects, deficiencies, limitations or restrictions thereon or relating thereto, or the validity or enforceability of any rights or interests acquired by Lessee under this Lease relating to any of the Assigned Acquired Interests. Without limiting the foregoing, Lessee expressly acknowledges and agrees that Lessor has not made any express or implied representations or warranties of any kind or nature with respect to the Premises or the Assigned Acquired Interests, and that Lessor has disclaimed any warranties that otherwise may be implied by law, as to any matters relating to the Premises or the Assigned Acquired Interests, including the suitability of the soils or subsoils; the presence, absence, location or character of any archaeological, architectural, cultural, or historical resources or improvements; the characteristics of the Premises or any Improvements thereon or of any of the Assigned Acquired Interests; the suitability of the Premises or the use of any Assigned Acquired Interests for or in connection with the operation of the Hotel or for any other use; the validity or enforceability of any currently-existing Entitlements; the economic feasibility of the Hotel or the Premises or any of the Assigned Acquired Interests; any matter relating to or any aspect of the Conditions of Title to the Premises; and/or the presence, absence, location, character, condition or nature of any Hazardous Materials on, under, about or in the vicinity of the Premises. Lessee acknowledges that in determining to enter into this Lease, Lessee is fully familiar with the Premises and the Assigned Acquired Interests based both on the possession and operation of the Premises and the use and enjoyment of the Assigned Acquired Interests by Lessee for a substantial period immediately prior to the Effective Date and also on the performance by Lessee of all investigations of the Premises and the Assigned Acquired Interests that Lessee has deemed to be necessary or appropriate for use as a Luxury Hotel or any other use, including soils and environmental studies; zoning, utilities and drainage studies; physical site inspections and investigations; a thorough review of the Entitlements and any related zoning, land use, cultural, historical, architectural, design, construction, or environmental requirements; appraisals; market and economic feasibility studies; and discussions with the City, State and all other public agencies with jurisdiction over the Premises, and Lessee has fully satisfied itself as to suitability, feasibility and all other matters relating to the Premises and the Assigned Acquired Interests based solely on Lessee’s pre-existing familiarity with the Premises and the Assigned Acquired Interests and on Lessee’s investigations and analyses and not in reliance on the accuracy or completeness of any information provided by Lessor or any of its directors, officers, members, employees, agents, consultants or contractors. Without limiting the generality of the foregoing, Lessee assumes the risk of any and all liens, easements, encumbrances and other restrictions, rights or conditions affecting the Premises and/or the Assigned Acquired Interests (excluding solely any Lessor Exceptions), regardless of whether the same would materially and adversely affect the development, construction, financing, marketing, operation, management, repair, Alteration, use or occupancy of the Premises or the operation of a Luxury Hotel on the Premises.

Acceptance of the Premises. Lessee accepts the lease By entry and taking possession of the Premises pursuant to this Lease, Tenant accepts the Premises, the Buildings and the assignment Common Area as being in good and sanitary order, condition and repair (subject to punch list items and reservation of each claims of latent defects and claims under any warranties given under the Improvement Agreement attached hereto as EXHIBIT "C") and accepts the Premises and Common Area in their condition existing as of the Assigned Acquired Interests “AS ISdate of such entry and Tenant further accepts the Tenant Improvements to be constructed by Landlord, WITH ALL FAULTS,” if any, as being completed in their respective conditionaccordance with the plans and specifications for such Tenant Improvements, except for punch list items and Lessee assumes reservation of claims of latent defects and claims under any warranties given under the risk of Improvement Agreement referred to above. If any and all latent or patent defects in the condition of the Premises Improvements to be constructed by Landlord do not comply with applicable Building Codes, regulations or ordinances in effect as of the Commencement Date of this Lease, then to the extent the applicable governmental agency having jurisdiction over such non-compliance requires the same to be cured or rectified, Landlord agrees to promptly cure or rectify such non- compliance item(s) at no cost to Tenant. (unless Tenant's or any of the Assigned Acquired Interests. Lessor makes no representations or warranties of any kind regarding titleits agents', conditionemployees', adequacy or suitabilitycontractors', the presence or absence of any defects, deficiencies, limitations or restrictions thereon or relating theretoarchitects', or other representatives' acts, failure to act, negligence or willful misconduct cause such non-compliance, in which event Landlord shall have no obligation hereunder to cure or rectify such non-compliance item(s), but if Landlord does so cure or rectify such item(s), then Tenant shall reimburse Landlord, within fifteen days following receipt of written invoices or statements, for Tenant's equitable share (as reasonably determined by Landlord) of the validity cost of curing or enforceability of any rights rectifying such non-compliance item(s) to the extent attributable to Tenant or interests acquired by Lessee under this Lease relating to any of its agents, employees, contractors, architects or other representatives. Tenant acknowledges that neither the Assigned Acquired Interests. Without limiting the foregoing, Lessee expressly acknowledges and agrees that Lessor Landlord nor Landlord's agents has not made any express representation or implied representations or warranties of any kind or nature with respect to the Premises or the Assigned Acquired Interests, and that Lessor has disclaimed any warranties that otherwise may be implied by law, warranty as to any matters relating to the Premises or the Assigned Acquired Interests, including the suitability of the soils or subsoils; the presencePremises, absence, location or character of any archaeological, architectural, cultural, or historical resources or improvements; the characteristics of the Premises or any Improvements thereon or of any of the Assigned Acquired Interests; the suitability of the Premises Buildings or the use of any Assigned Acquired Interests for or in connection with the operation of the Hotel or for any other use; the validity or enforceability of any currently-existing Entitlements; the economic feasibility of the Hotel or the Premises or any of the Assigned Acquired Interests; any matter relating to or any aspect of the Conditions of Title Common Area to the Premises; and/or the presenceconduct of Tenant's business Any agreements, absence, location, character, condition warranties or nature of any Hazardous Materials on, under, about representations not expressly contained herein (or in the vicinity Exhibits attached hereto) shall in no way bind either Landlord or Tenant, and Landlord and Tenant expressly waive all claims for damages by reason of the Premises. Lessee acknowledges that any statement, representation, warranty, promise or agreement, if any, not contained in determining to enter into this Lease, Lessee is fully familiar with . This Lease constitutes the Premises entire understanding between the parties hereto and the Assigned Acquired Interests based both on the possession and operation of the Premises and the use and enjoyment of the Assigned Acquired Interests by Lessee for a substantial period immediately prior to the Effective Date and also on the performance by Lessee of all investigations of the Premises and the Assigned Acquired Interests that Lessee has deemed to be necessary or appropriate for use as a Luxury Hotel or any other use, including soils and environmental studies; zoning, utilities and drainage studies; physical site inspections and investigations; a thorough review of the Entitlements and any related zoning, land use, cultural, historical, architectural, design, constructionno addition to, or environmental requirements; appraisals; market modification of, any term or provision of this Lease shall be effective until set forth in a writing signed by both Landlord and economic feasibility studies; and discussions with the City, State and all other public agencies with jurisdiction over the Premises, and Lessee has fully satisfied itself as to suitability, feasibility and all other matters relating to the Premises and the Assigned Acquired Interests based solely on Lessee’s pre-existing familiarity with the Premises and the Assigned Acquired Interests and on Lessee’s investigations and analyses and not in reliance on the accuracy or completeness of any information provided by Lessor or any of its directors, officers, members, employees, agents, consultants or contractors. Without limiting the generality of the foregoing, Lessee assumes the risk of any and all liens, easements, encumbrances and other restrictions, rights or conditions affecting the Premises and/or the Assigned Acquired Interests (excluding solely any Lessor Exceptions), regardless of whether the same would materially and adversely affect the development, construction, financing, marketing, operation, management, repair, Alteration, use or occupancy of the Premises or the operation of a Luxury Hotel on the PremisesTenant.

Acceptance of the Premises. Lessee accepts the lease of the Premises and the assignment of each of the Assigned Acquired Interests “AS IS, WITH ALL FAULTS"as-is,” " in their respective its existing condition, with all faults, and Lessee assumes the risk of any and all latent or patent defects in the condition of the Premises or any of the Assigned Acquired InterestsPremises. Lessor makes no representations or warranties of any kind regarding title, condition, adequacy or suitability, the presence or absence of any defects, deficiencies, limitations or restrictions thereon or relating thereto, or the validity or enforceability of any rights or interests acquired by Lessee under this Lease relating to any of the Assigned Acquired Interests. Without limiting the foregoing, Lessee expressly acknowledges and agrees that Lessor has not made any express or implied representations or warranties of any kind or nature with respect to the Premises or the Assigned Acquired Interestswarranties, and that Lessor has disclaimed any warranties that otherwise may be implied by law, as to any matters relating to the Premises or the Assigned Acquired InterestsProject, including including, without limitation, the suitability of the soils or subsoils; the presence, absence, location or character of any archaeological, architectural, cultural, or historical resources or improvementsarchaeological resources; the characteristics of the Premises or any Improvements thereon or of any of the Assigned Acquired Intereststhereon; the suitability of the Premises or the use of any Assigned Acquired Interests for or in connection with the operation of the Hotel or for any other Lessee's intended use; the validity or enforceability of any currently-existing Entitlements; the economic feasibility of the Hotel or Project; the Premises or any condition of the Assigned Acquired Interests; any matter relating to or any aspect of the Conditions of Title title to the Premises; and/or or the presence, absence, location, character, condition location or nature character of any Hazardous Materials on, under, about or in the vicinity of the Premises. Lessee acknowledges that in determining to enter into this Lease, Lessee is fully familiar with the Premises and the Assigned Acquired Interests based both on the possession and operation of the Premises and the use and enjoyment of the Assigned Acquired Interests by Lessee for a substantial period immediately prior to the Effective Date and also on the performance by Lessee of performed all investigations of the Premises and the Assigned Acquired Interests Project that Lessee has deemed to be were necessary or appropriate for use as a Luxury Hotel or any other useappropriate, including including, without limitation, soils and environmental studies; zoning, utilities and drainage studies; physical site inspections and investigations; a thorough review of the Entitlements and any related zoning, land use, cultural, historical, architectural, design, construction, or environmental requirementsDevelopment Materials; appraisals; market and economic feasibility studies; and discussions with the City, County, State and all other public agencies with jurisdiction over the PremisesPremises or the Project, and Lessee has fully satisfied itself as to suitability, feasibility and all other matters relating to the Premises and or the Assigned Acquired Interests Project based solely on Lessee’s pre-existing familiarity with the Premises and the Assigned Acquired Interests and on Lessee’s its own investigations and analyses and not in reliance on the accuracy or completeness of any information provided by Lessor or any of its directors, officers, members, employees, agents, consultants or contractors. Without limiting the generality of the foregoing, Lessee assumes the risk of any and all liens, easements, encumbrances and EXHIBIT 10.27 or other restrictions, rights or conditions affecting the Premises and/or the Assigned Acquired Interests (excluding solely excluding, however, any Lessor Exceptions), regardless of whether the same would materially and adversely affect the development, construction, financing, marketing, operation, management, repair, Alteration, use marketing or occupancy operation of the Premises or the operation of a Luxury Hotel on the PremisesProject.

Acceptance of the Premises. Lessee accepts the lease By entry and taking possession of the Premises pursuant to this Lease, Tenant accepts the Premises, the Buildings and the assignment Common Area as being in good and sanitary order, condition and repair (subject to punch list items and reservation of each claims of latent defects and claims under any warranties given under the Improvement Agreement attached hereto as Exhibit C) and accepts the Premises and Common Area in their condition existing as of the Assigned Acquired Interests “AS ISdate of such entry and Tenant further accepts the Tenant Improvements to be constructed by Landlord, WITH ALL FAULTS,” if any, as being completed in their respective conditionaccordance with the plans and specifications for such Tenant Improvements, except for punch list items and Lessee assumes reservation of claims of latent defects and claims under any warranties given under the risk of Improvement Agreement referred to above. If any and all latent or patent defects in the condition of the Premises Improvements to be constructed by Landlord do not comply with applicable Building Codes, regulations or ordinances in effect as of the Commencement Date of this Lease, then to the extent the applicable governmental agency having jurisdiction over such non-compliance requires the same to be cured or rectified, Landlord agrees to promptly cure or rectify such non-compliance item(s) at no cost to Tenant, (unless Tenant's or any of the Assigned Acquired Interests. Lessor makes no representations or warranties of any kind regarding titleits agents', conditionemployees', adequacy or suitabilitycontractors', the presence or absence of any defects, deficiencies, limitations or restrictions thereon or relating theretoarchitects', or other representatives' acts, failure to act, negligence or willful misconduct cause such non-compliance, in which event Landlord shall have no obligation hereunder to cure or rectify such non-compliance item(s), but if Landlord does so cure or rectify such item(s), then Tenant shall reimburse Landlord, within fifteen days following receipt of written invoices or statements, for Tenant's equitable share (as reasonably determined by Landlord) of the validity cost of curing or enforceability of any rights rectifying such non-compliance item(s) to the extent attributable to Tenant or interests acquired by Lessee under this Lease relating to any of its agents, employees, contractors, architects or other representatives. Tenant acknowledges that neither the Assigned Acquired Interests. Without limiting the foregoing, Lessee expressly acknowledges and agrees that Lessor Landlord nor Landlord's agents has not made any express representation or implied representations or warranties of any kind or nature with respect to the Premises or the Assigned Acquired Interests, and that Lessor has disclaimed any warranties that otherwise may be implied by law, warranty as to any matters relating to the Premises or the Assigned Acquired Interests, including the suitability of the soils or subsoils; the presencePremises, absence, location or character of any archaeological, architectural, cultural, or historical resources or improvements; the characteristics of the Premises or any Improvements thereon or of any of the Assigned Acquired Interests; the suitability of the Premises Buildings or the use of any Assigned Acquired Interests for or in connection with the operation of the Hotel or for any other use; the validity or enforceability of any currently-existing Entitlements; the economic feasibility of the Hotel or the Premises or any of the Assigned Acquired Interests; any matter relating to or any aspect of the Conditions of Title Common Area to the Premises; and/or the presenceconduct of Tenant's business Any agreements, absence, location, character, condition warranties or nature of any Hazardous Materials on, under, about representations not expressly contained herein (or in the vicinity Exhibits attached hereto) shall in no way bind either Landlord or Tenant, and Landlord and Tenant expressly waive all claims for damages by reason of the Premises. Lessee acknowledges that any statement, representation, warranty, promise or agreement, if any, not contained in determining to enter into this Lease, Lessee is fully familiar with . This Lease constitutes the Premises entire understanding between the parties hereto and the Assigned Acquired Interests based both on the possession and operation of the Premises and the use and enjoyment of the Assigned Acquired Interests by Lessee for a substantial period immediately prior to the Effective Date and also on the performance by Lessee of all investigations of the Premises and the Assigned Acquired Interests that Lessee has deemed to be necessary or appropriate for use as a Luxury Hotel or any other use, including soils and environmental studies; zoning, utilities and drainage studies; physical site inspections and investigations; a thorough review of the Entitlements and any related zoning, land use, cultural, historical, architectural, design, constructionno addition to, or environmental requirements; appraisals; market modification of, any term or provision of this Lease shall be effective until set forth in a writing signed by both Landlord and economic feasibility studies; and discussions with the City, State and all other public agencies with jurisdiction over the Premises, and Lessee has fully satisfied itself as to suitability, feasibility and all other matters relating to the Premises and the Assigned Acquired Interests based solely on Lessee’s pre-existing familiarity with the Premises and the Assigned Acquired Interests and on Lessee’s investigations and analyses and not in reliance on the accuracy or completeness of any information provided by Lessor or any of its directors, officers, members, employees, agents, consultants or contractors. Without limiting the generality of the foregoing, Lessee assumes the risk of any and all liens, easements, encumbrances and other restrictions, rights or conditions affecting the Premises and/or the Assigned Acquired Interests (excluding solely any Lessor Exceptions), regardless of whether the same would materially and adversely affect the development, construction, financing, marketing, operation, management, repair, Alteration, use or occupancy of the Premises or the operation of a Luxury Hotel on the PremisesTenant.

Acceptance of the Premises. Lessee accepts the lease of the Premises and the assignment of each of the Assigned Acquired Interests “AS IS, WITH ALL FAULTS"as-is,” " in their respective its existing condition, with all faults, and Lessee assumes the risk of any and all latent or patent defects in the condition of the Premises or any of the Assigned Acquired InterestsPremises. Lessor makes no representations or warranties of any kind regarding title, condition, adequacy or suitability, the presence or absence of any defects, deficiencies, limitations or restrictions thereon or relating thereto, or the validity or enforceability of any rights or interests acquired by Lessee under this Lease relating to any of the Assigned Acquired Interests. Without limiting the foregoing, Lessee expressly acknowledges and agrees that Lessor has not made any express or implied representations or warranties of any kind or nature with respect to the Premises or the Assigned Acquired Interestswarranties, and that Lessor has disclaimed any warranties that otherwise may be implied by law, as to any matters relating to the Premises or the Assigned Acquired InterestsProject, including including, without limitation, the suitability of the soils or subsoils; the presence, absence, location or character of any archaeological, architectural, cultural, or historical resources or improvementsarchaeological resources; the characteristics of the Premises or any Improvements thereon or of any of the Assigned Acquired Intereststhereon; the suitability of the Premises or the use of any Assigned Acquired Interests for or in connection with the operation of the Hotel or for any other Lessee's intended use; the validity or enforceability of any currently-existing Entitlements; the economic feasibility of the Hotel or Project; the Premises or any condition of the Assigned Acquired Interests; any matter relating to or any aspect of the Conditions of Title title to the Premises; and/or or the presence, absence, location, character, condition location or nature character of any Hazardous Materials on, under, about or in the vicinity of the Premises. Lessee acknowledges that in determining to enter into this Lease, Lessee is fully familiar with the Premises and the Assigned Acquired Interests based both on the possession and operation of the Premises and the use and enjoyment of the Assigned Acquired Interests by Lessee for a substantial period immediately prior to the Effective Date and also on the performance by Lessee of performed all investigations of the Premises and the Assigned Acquired Interests Project that Lessee has deemed to be were necessary or appropriate for use as a Luxury Hotel or any other useappropriate, including including, without limitation, soils and environmental studies; zoning, utilities and drainage studies; physical site inspections and investigations; a thorough review of the Entitlements and any related zoning, land use, cultural, historical, architectural, design, construction, or environmental requirementsDevelopment Materials; appraisals; market and economic feasibility studies; and discussions with the City, County, State and all other public agencies with jurisdiction over the PremisesPremises or the Project, and Lessee has fully satisfied itself as to suitability, feasibility and all other matters relating to the Premises and or the Assigned Acquired Interests Project based solely on Lessee’s pre-existing familiarity with the Premises and the Assigned Acquired Interests and on Lessee’s its own investigations and analyses and not in reliance on the accuracy or completeness of any information provided by Lessor or any of its directors, officers, members, employees, agents, consultants or contractors. Without limiting the generality of the foregoing, Lessee assumes the risk of any and all liens, easements, encumbrances and EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. or other restrictions, rights or conditions affecting the Premises and/or the Assigned Acquired Interests (excluding solely excluding, however, any Lessor Exceptions), regardless of whether the same would materially and adversely affect the development, construction, financing, marketing, operation, management, repair, Alteration, use marketing or occupancy operation of the Premises or the operation of a Luxury Hotel on the PremisesProject.

Acceptance of the Premises. Lessee accepts acknowledges that, except as otherwise provided in this Lease or the lease of Agreement to Lease, Lessor has made no representations or warranties, express or implied, regarding the Premises and or matters affecting the assignment of each of Premises, whether made by Lessor, on Lessor’s behalf or otherwise, including, without limitation, the Assigned Acquired Interests “AS IS, WITH ALL FAULTS,” in their respective condition, and Lessee assumes the risk of any and all latent or patent defects in the physical condition of the Premises Premises, title to, or any the boundaries of the Assigned Acquired Interests. Lessor makes no representations or warranties of any kind regarding titlePremises, conditionpest control matters, adequacy or suitabilitysoil conditions, the presence presence, existence or absence of any defects, deficiencies, limitations or restrictions thereon or relating thereto, or the validity or enforceability of any rights or interests acquired by Lessee under this Lease relating to any of the Assigned Acquired Interests. Without limiting the foregoing, Lessee expressly acknowledges and agrees that Lessor has not made any express or implied representations or warranties of any kind or nature with respect to the Premises or the Assigned Acquired Interests, and that Lessor has disclaimed any warranties that otherwise may be implied by law, as to any matters relating to the Premises or the Assigned Acquired Interests, including the suitability of the soils or subsoils; the presence, absence, location or character of any archaeological, architectural, cultural, or historical resources or improvements; the characteristics of the Premises or any Improvements thereon or of any of the Assigned Acquired Interests; the suitability of the Premises or the use of any Assigned Acquired Interests for or in connection with the operation of the Hotel or for any other use; the validity or enforceability of any currently-existing Entitlements; the economic feasibility of the Hotel or the Premises or any of the Assigned Acquired Interests; any matter relating to or any aspect of the Conditions of Title to the Premises; and/or the presence, absence, location, character, condition or nature of any Hazardous Materials on, under, about Substances on or in the vicinity of the Premises, compliance of the Premises and Improvements with Applicable Laws, structural and other engineering characteristics (including seismic damage) of the Premises, traffic patterns, market data, economic conditions or projections, the availability of utilities, the development potential of the Premises, the suitability of the Premises for the intended use, the likelihood of deriving business from or other characteristics of The Xxxxxx Xxxxxxxx Junior University, the economic feasibility of the business Lessee intends to conduct on the Premises, or any other matter pertaining to the Premises or the market and physical environments in which the Premises are located. Lessee acknowledges: (a) Lessee is a sophisticated real estate operator and owner with sufficient experience and expertise to evaluate the Premises and the operations conducted on the Premises and the risks associated with acquiring a leasehold interest in the Premises upon the terms and conditions set forth herein; (b) Lessee has received sufficient information and had adequate time to make such an evaluation; (c) Lessee has entered into this Lease with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Premises; (d) in connection with its investigations and inspections of the Premises, Lessee has had the opportunity to obtain the advice of advisors and consultants, including but not limited to environmental consultants, engineers and geologists, soils and seismic experts, to conduct such environmental, geological, soil, hydrology, seismic, physical, structural, mechanical and other inspections of the Premises as Lessee deemed to be necessary, and that Lessee has reviewed thoroughly the reports of such advisors and consultants, as well as all materials and other information given or made available to Lessee by Lessor and by public and governmental entities; and (e) Lessee is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in or required pursuant to this Lease or the Agreement to Lease. Lessee further acknowledges that it has not received from or on behalf of Lessor any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property management and other advisors except to the extent of any representations and warranties of Lessor provided in this Lease or in the Agreement to Lease. Except to the extent of any express representations or warranties provided in this Lease or in the Agreement to Lease, Lessee has satisfied itself as to such suitability and other pertinent matters by Lessee’s own inquiries and tests into all matters relevant in determining whether to enter into this Lease. Except as otherwise specifically provided in this Lease or in the Agreement to Lease, Lessee accepts the Premises in its existing condition and hereby expressly agrees that if any remedial or restoration work is required in order to conform the Premises to the requirements of Applicable Laws, Lessee shall assume sole responsibility for any such work. Except as otherwise specifically provided in this Lease or in the Agreement to Lease, Lessee is fully familiar with the Premises and the Assigned Acquired Interests based both acquiring on the possession and operation of the Premises and the use and enjoyment of the Assigned Acquired Interests by Lessee for a substantial period immediately prior to the Effective Date and also on the performance by Lessee of all investigations of a leasehold interest in the Premises in its “AS IS” condition and the Assigned Acquired Interests that Lessee has deemed to be necessary or appropriate for use as a Luxury Hotel or any other use, including soils and environmental studies; zoning, utilities and drainage studies; physical site inspections and investigations; a thorough review of the Entitlements and any related zoning, land use, cultural, historical, architectural, design, construction, or environmental requirements; appraisals; market and economic feasibility studies; and discussions with the City, State and all other public agencies with jurisdiction over the Premises, and Lessee has fully satisfied itself as to suitability, feasibility and all other matters relating to the Premises and the Assigned Acquired Interests based solely on Lessee’s pre-existing familiarity with the Premises and the Assigned Acquired Interests and on Lessee’s investigations and analyses and not in reliance on the accuracy or completeness of any information provided by Lessor or any of its directors, officers, members, employees, agents, consultants or contractors. Without limiting the generality of the foregoing, Lessee assumes the risk of any and all liens, easements, encumbrances and other restrictions, rights or conditions affecting the Premises and/or the Assigned Acquired Interests (excluding solely any Lessor Exceptions), regardless of whether the same would materially and adversely affect the development, construction, financing, marketing, operation, management, repair, Alteration, use or occupancy of the Premises or the operation of a Luxury Hotel on the Premises“WITH ALL FAULTS”.