All warranties and guaranties and any other contractual rights with respect to defects, deficiencies or non-conformance held by WPPI or any Affiliate of WPPI with respect to any Improvements or the other personal property, to the extent the same are transferable or WPPI obtains any consent necessary to effectuate such a transfer (collectively, the “Warranties”). For avoidance of doubt, the Warranties shall include any and all warranties and guarantees for the benefit of WPPI as provided under the Construction Contract, and/or any other agreements entered into by WPPI and/or its Affiliates with respect to the construction and development of the Hotel (excluding the Architect Agreement) to the extent the same are assignable by WPPI and WPPI obtains consent necessary to effectuate the assignment thereof prior to or after the Closing.  It is acknowledged and agreed that the assignment of the foregoing Warranties is subject to the terms and conditions of the respective contracts and Warranties, but WPPI remains responsible for any WPPI obligations under the respective contracts, which obligations are not being assigned or assumed by CWI.