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 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 (a) Landlord shall, at its sole cost and expense, demise and construct the lease Initial Improvements, as described in Exhibit A. Landlord shall diligently prosecute the construction of the Premises Initial Improvements and the assignment of each use diligent efforts to achieve Substantial Completion of the Assigned Acquired Interests “AS ISInitial Improvements by the date which is eight (8) weeks after the Effective Date (the "PROJECTED COMPLETION DATE"), WITH ALL FAULTS,” subject to Landlord's Unavoidable Delays. Preliminary plans for the Initial Improvements have been approved by Tenant; Tenant shall have three (3) business days after the Effective Date to review and approve the final plans for the Initial Improvements, such approval not to be unreasonably withheld, delayed or conditioned. Subject to the terms and provisions contained herein, including with out limitation, Landlord's obligations to complete the Initial Improvements, Tenant specifically agrees to take the Premises in their respective conditionits existing condition and acknowledges that in entering into this Lease, except for representations of Landlord specifically set forth in this Lease, Tenant does not rely on, 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 titleLandlord does not make, 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 Interestsincluding, including without limitation, the suitability of the soils soil or subsoilssubsoil; 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 Interestsimprovements thereon; the suitability of the Premises or for the use of any Assigned Acquired Interests for or in connection with the operation of the Hotel or for any other intended use; the validity likelihood of deriving business from or enforceability other characteristics of any currently-existing EntitlementsThe Xxxxxx Xxxxxxxx Junior University; the economic feasibility of the Hotel or the Premises or any of the Assigned Acquired Interests; any matter relating business Tenant intends to or any aspect of the Conditions of Title to conduct on 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; or any other matter. Lessee acknowledges that Tenant has satisfied itself as to such suitability and other pertinent matters by Tenant's own inquiries and tests into all matters relevant in determining whether to enter into this Lease. (b) Without limitation of the foregoing provisions of this Section 4.2, Lessee Tenant represents to Landlord that Tenant is fully familiar with aware that detectable amounts of Hazardous Materials have come to be located on, beneath and/or in the vicinity of the Premises. Tenant has made such investigations and inquiries as it deems appropriate to ascertain the effects, if any, of such substances and contaminants on its operations and persons using the Premises and the Assigned Acquired Interests based both on Complex. Landlord makes no representation or warranty with regard to the possession and operation environmental condition of the Premises or the Complex. (c) Notwithstanding the foregoing, Landlord represents and the use and enjoyment warrants that (i) as of the Assigned Acquired Interests by Lessee for a substantial period immediately prior to the Effective Date and also on the performance by Lessee date of all investigations completion of the Building, the Premises complied with all laws, codes, ordinances 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 governmental requirements then applicable to the Premises and the Assigned Acquired Interests based solely on Lessee’s preBuilding, including, with out limitation, the Americans with Disabilities Act (42 USC Section 1211 et seq.) (the "ADA"); (ii) as of the Commencement Date, the Premises, including the improvements and equipment therein, shall be in good working order, condition, and repair and (iii) upon Substantial Completion, the Initial improvements will be completed in accordance with all Applicable Laws, including, without limitation, the ADA. If the Premises do not comply with said warranty, Landlord shall, except as otherwise provided, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-existing familiarity compliance, rectify the same at its sole cost and expense. If Tenant does not give Landlord written notice of noncompliance 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 warranty under subsection (ii) above within ninety (90) days after Substantial Completion of the foregoingInitial Improvements, Lessee assumes the risk correction of such non-compliance shall be treated as set forth in Section 12 hereof. (d) Nothing contained in this Section 4.2 shall in any and all liensway limit or otherwise affect Landlord's obligations under this Lease, easementsincluding, encumbrances and other restrictions, rights without limitation Sections 4.3 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 Premises4.7 hereof.

Acceptance of the Premises. Lessee accepts Landlord represents and warrants to Tenant that (a) Landlord has received no notice from any governmental authority claiming that the lease Project (or any portion thereof) fails to comply with any applicable law, is the subject of any investigation to determine whether or not the Project (or any portion thereof) is in compliance with any applicable law, or otherwise requiring any work to be done on or about the Project; and (b) as of the date of delivery of possession of the Premises by Landlord to Tenant, to the best of Landlord's knowledge, the Premises are in good condition and repair, with all plumbing, electrical, water, sewer, mechanical and HVAC systems in good working order, except that certain cabling installed in the Building by the prior tenant remains in the Building, there exists water leakage at certain joints between the window frame and the assignment of each exterior walls of the Assigned Acquired Interests “AS IS, WITH ALL FAULTS,” in their respective conditionBuilding, 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 there is deferred maintenance with respect to the Premises or roof and HVAC system of the Assigned Acquired InterestsBuilding. Not later than the Commencement Date of this Lease, Landlord shall, at no cost to Tenant, and without interference by Tenant or its agents, employees or contractors, remove the aforementioned cabling from the Building, repair the leak(s) around the window(s) referred to in the immediately preceding sentence, repair the roof so that Lessor has disclaimed any warranties the same is water tight and repair the HVAC system in the Building so that otherwise may be implied by it is in good operating condition and repair. Except for latent defects and violations of applicable law, as and without limiting Landlord's obligations under this Lease (and subject to any matters relating to Landlord performing its obligations under the Premises or the Assigned Acquired Interestsimmediately preceding sentence), 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 by entering and taking possession of the Premises or any Improvements thereon or of any pursuant to this Lease, Tenant accepts the Premises as being in good and sanitary order, condition and repair and accepts the Premises in their condition existing as of the Assigned Acquired Interests; date of such entry. Tenant acknowledges that neither the Landlord nor Landlord's agents has made any representation or warranty as to the suitability of the Premises to the conduct of Tenant's business. Any agreements, warranties or the use representations not expressly contained herein shall in no way bind either Landlord or Tenant, and Landlord and Tenant expressly waive all claims for damages by reason of any Assigned Acquired Interests for statement, representation, warranty, promise or agreement, if any, not contained 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 . 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. 3.1. As Is Condition of the Premises 3.1.1. Lessee accepts the lease of expressly agrees to take the Premises and the assignment of each of the Assigned Acquired Interests “AS IS, WITH ALL FAULTS,” all improvements thereon in their respective conditionexisting “as is” condition and acknowledges that in entering into this Lease, Lessee does not rely on, 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 titledoes not make, 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 Interestsincluding, including without limitation, the suitability of the soils soil or subsoilssubsoil; 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 Interestsimprovements thereon; the suitability of the Premises or for the use of any Assigned Acquired Interests for or in connection with the operation of the Hotel or for any other intended use; the validity likelihood of deriving trade from or enforceability other characteristics of any currently-existing Entitlementsthe Park; the economic or programmatic feasibility of the Hotel or the Premises or any Lessee’s use and occupancy of the Assigned Acquired InterestsPremises; any matter relating to or any aspect of the Conditions of Title title to the Premises; and/or the presence, absence, location, character, condition or nature of any Hazardous Materials on, under, about on or in the vicinity of the Premises; or any other matter. Lessee acknowledges that will satisfy itself pursuant to Section 3.2 of this Lease 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. Lessee hereby accepts the Premises in their existing condition, and hereby expressly agrees that if any remedial work, Preservation Maintenance, improvements or Alterations is required to conform the Premises to the requirements of Applicable Laws, Lessee is fully familiar shall, at its sole cost and expense, undertake and diligently prosecute to completion any such work except as expressly set forth in this Lease, provided, however that the provisions of this Section 3 do not modify the provisions of Section 22 below with respect to Pre-existing Hazardous Materials. 3.1.2. Lessee understands and expressly agrees that Lessor’s approval of Design and Construction Documents and Lessor’s provision of the Certificate of Occupancy or Conditional Certificate of Occupancy or any Lessor approval of Lessee’s completion of Alterations, Building Maintenance, or Preservation Maintenance does not make nor imply any representation or warranty by Lessor that the Premises complies with all Applicable Laws. 3.2. Lessee’s Due Diligence During the ninety (90) day period (the “Due Diligence Period”) commencing 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 Commencement Date, Lessee for a substantial period immediately prior to the Effective Date and also on the performance by Lessee of all shall conduct such investigations of the Premises and surrounding property as Lessee shall feel necessary to determine if the Assigned Acquired Interests that Premises are in a condition acceptable to Lessee, and whether Lessee has deemed to be necessary or appropriate can obtain adequate financing and professional and contracting services 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 the construction of the Entitlements Initial Lessee Improvements and any related zoning, land use, cultural, historical, architectural, design, construction, or whether the 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 remediation of the Premises and surrounding property can be undertaken in a manner satisfactory to Lessee. During the Assigned Acquired Interests based solely on Due Diligence Period and in accordance with the Schedule of Performance, Lessee shall submit to the State Historic Preservation Officer, and provide a copy to Lessor, of Lessee’s pre-existing familiarity with historic preservation certification application pursuant to 36 C.F.R. Part 67. Within ten days of receipt, Lessee shall provide to Lessor a copy of the certification of Rehabilitation determined by Historic Preservation Services, National Park Service, Washington, D.C. During the Due Diligence Period, Lessee shall be responsible for Lessee’s activities and those of Affiliates, Lessee’s Agents, employees, guests, visitors, invitees, sublessees, licensees, and permittees and other persons or entities under the control of Lessee in conducting the necessary investigations and otherwise occupying or using the Premises and shall provide insurance coverage sufficient to fully protect, defend and indemnify Lessor from loss and damage. At any time during the Assigned Acquired Interests and on Due Diligence Period, Lessee may, in its sole discretion, but only after performing the repair, replacement or restoration of any damage to Premises caused by Lessee, Affiliates, 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, membersAgents, employees, agentsguests, consultants or contractors. Without limiting the generality of the foregoingvisitors, Lessee assumes the risk of any invitees, sublessees, licensees, and all liens, easements, encumbrances permittees and other restrictionspersons or entities under the control of Lessee in compliance with all Applicable Laws and in accordance with the terms and conditions of this Lease, rights or conditions affecting as a result of Lessee’s investigations, elect to terminate this Lease by giving Lessor a written notice of such termination, whereupon this Lease shall terminate. Upon such termination by Lessee, Lessor shall retain the Premises and/or payment made pursuant to Section 5.3.1 below and Lessee and Lessor shall have no further obligation to each other except that 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 Premisesindemnity provided in this Section 3.2 shall survive such termination.

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 3.1 As Is Condition of the Premises a. Tenant hereby expressly accepts the lease of the Premises and the assignment of each of the Assigned Acquired Interests “AS IS, WITH ALL FAULTS,” all improvements thereon in their respective conditionexisting “as is” condition and acknowledges that in entering into this Lease, Tenant does not rely on, 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 titleLandlord does not make, 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 Interestsincluding, including without limitation, the suitability of the soils soil or subsoilssubsoil; 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 Interestsimprovements thereon; the suitability of the Premises or for the use of any Assigned Acquired Interests for or in connection with the operation of the Hotel or for any other intended use; the validity likelihood of deriving trade from or enforceability other characteristics of any currently-existing Entitlementsthe Park; the economic or programmatic feasibility of the Hotel or the Premises or any Tenant’s use and occupancy of the Assigned Acquired InterestsPremises; any matter relating to or any aspect of the Conditions of Title title to the Premises; and/or the presence, absence, location, character, condition or nature of any Hazardous Materials on, under, about (including Preexisting Hazardous Materials) on or in the vicinity of the Premises; variations of weather, tides, and other conditions as a result of the Premises’ direct location on San Francisco Bay, which may also be affected by climate change and sea level rise during the Lease Term; or any other matter. Lessee acknowledges that Tenant has satisfied itself as to such suitability and other pertinent matters by Xxxxxx’s own inquiries and tests into all matters relevant in determining whether to enter into this LeaseLease.‌‌‌‌‌ b. Tenant shall be responsible for all Design and Construction Documents, Lessee is fully familiar with Initial Improvements, Alterations, FF&E, and Maintenance during the Premises and the Assigned Acquired Interests based both on the possession and operation Term as necessary for complete operational functionality of the Premises and during 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 useTerm, 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 but not limited 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, managementmaintenance, repair, Alterationor replacement of bulkheads, use or occupancy retaining walls, decks, piers and related substructure, utilities, and site and landscape improvements that may be affected by weather, wave action, and sea level rise. Tenant understands and expressly agrees that Landlord’s approval of Construction Documents and Landlord’s provision of the Certificate of Occupancy or Temporary Certificate of Occupancy or any Landlord approval of Tenant’s completion of Initial Improvements, Alterations, Building Maintenance, or Preservation Maintenance does not make nor imply any representation or warranty by Landlord that the Premises complies with all Applicable Laws and Requirements. c. Tenant acknowledges that it has received copies, or copies have been made available to Tenant, of the operation of a Luxury Hotel environmental reports and studies listed on the PremisesExhibit I attached hereto.