THE LEASED PROPERTY
AND HAS FOUND THE SAME TO BE SATISFACTORY FOR ITS PURPOSES HEREUNDER.
LESSEE IS
LEASING THE LEASED PROPERTY "AS IS" IN ITS PRESENT CONDITION.
LESSEE WAIVES ANY
CLAIM OR ACTION AGAINST LESSOR IN RESPECT OF THE CONDITION OF OR CLAIMS AGAINST
THE LEASED PROPERTY.
LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, IN RESPECT OF THE LEASED PROPERTY, OR ANY PART THEREOF, EITHER AS TO
ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR
OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR
PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE.
LESSEE
ACKNOWLEDGES THAT THE LEASED PROPERTY HAS BEEN INSPECTED BY LESSEE AND IS
SATISFACTORY TO IT; PROVIDED, HOWEVER, TO THE EXTENT PERMITTED BY LAW, LESSOR
HEREBY ASSIGNS TO LESSEE ALL OF LESSOR'S RIGHTS TO PROCEED AGAINST ANY
PREDECESSOR-IN-TITLE, CONTRACTOR, SUBCONTRACTOR OR SUPPLIER FOR BREACHES OF
WARRANTIES OR REPRESENTATIONS OR FOR LATENT DEFECTS IN THE LEASED PROPERTY.
LESSOR SHALL FULLY COOPERATE WITH LESSEE IN THE PROSECUTION OF ANY SUCH CLAIM,
IN LESSOR'S OR LESSEE'S NAME, ALL AT LESSEE'S SOLE COST AND EXPENSE.
LESSEE
HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS LESSOR FROM AND AGAINST ANY
CLAIMS, OBLIGATION AND LIABILITIES AGAINST OR INCURRED BY LESSOR IN CONNECTION
WITH SUCH COOPERATION.
7.2
USE OF THE LEASED PROPERTY.
(A)
SUBJECT TO THE PROVISIONS OF ARTICLES XIV,
XV, AND XXI AND SECTION 7.2(E), LESSEE COVENANTS AND AGREES THAT IT WILL DURING
THE TERM (I) PROCEED WITH ALL DUE DILIGENCE AND WILL EXERCISE ITS BEST EFFORTS
TO OBTAIN AND TO MAINTAIN ALL LICENSES, PERMITS, CERTIFICATES AND APPROVALS
NEEDED TO USE AND OPERATE THE LEASED PROPERTY IN THE MANNER REQUIRED UNDER THIS
LEASE AND UNDER APPLICABLE LOCAL, STATE AND FEDERAL LAW, EXCEPT TO THE EXTENT
THE SAME ARE THE RESPONSIBILITY OF THE DEVELOPER UNDER THE DEVELOPMENT
AGREEMENT; (II) OPERATE CONTINUOUSLY THE LEASED PROPERTY IN ACCORDANCE WITH THE
PRIMARY INTENDED USE; (III) KEEP IN FULL FORCE AND EFFECT AND COMPLY WITH ALL
THE PROVISIONS OF ALL AGREEMENTS ASSIGNED TO LESSEE PURSUANT TO THE TERMS
HEREOF, AND (IV) NOT TERMINATE OR AMEND ANY AGREEMENTS CONSTITUTING PART OF THE
LEASED PROPERTY WITHOUT THE CONSENT OF LESSOR (THE AGREEMENTS DESCRIBED IN
SUBSECTIONS (III) AND (IV) HEREIN CALLED (THE "SERVICE CONTRACTS"), SUCH CONSENT
TO NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED.
(B)
LESSEE SHALL USE OR CAUSE TO BE USED THE
LEASED PROPERTY ONLY FOR ITS CURRENT USES AS A HOTEL (TOGETHER WITH ALL OTHER
EXISTING OR INCIDENTAL USES, INCLUDING RESTAURANT, RETAIL, OFFICE, MOVIE
THEATER, BAR, FITNESS CENTER, SPA, CONFERENCE CENTER AND OTHER SUCH USES) AND
FOR SUCH OTHER USES AS MAY BE NECESSARY OR INCIDENTAL TO SUCH USE OR SUCH OTHER
USE AS OTHERWISE APPROVED BY LESSOR (THE "PRIMARY INTENDED USE").
LESSEE SHALL
NOT USE THE LEASED PROPERTY OR ANY PORTION THEREOF FOR ANY OTHER USE, NOR CHANGE
ANY NAMES UNDER WHICH THE LEASED PROPERTY IS OPERATED, WITHOUT THE PRIOR WRITTEN
CONSENT OF LESSOR, WHICH CONSENT MAY BE GRANTED, DENIED