fees,
engineering fees and other expenses of any kind incurred by Terminating Lessors
relating to the inspection of any Hotel will be solely Terminating Lessors'
expense.
8.2 Terminating Lessors' Agreement to Indemnify Regarding Inspections.
Terminating Lessors hereby, jointly and severally, indemnify and hold
Terminating Lessees and all their respective partners, directors, officers,
shareholders, employees, agents and attorneys (the "Terminating Lessee Parties")
harmless from and against any and all liens, claims, causes of action, damages,
liabilities and expenses (including reasonable attorneys' fees) arising out of
Terminating Lessors' inspections or tests permitted hereunder; provided,
however, that with respect to any matters for which indemnification will be
pursued hereunder of which Terminating Lessees had actual knowledge prior to the
Effective Date, such indemnification is conditioned upon Terminating Lessees
having provided to Terminating Lessors prior to the Effective Date copies of any
information then in their possession regarding such matters. With respect to any
matters for which Terminating Lessees pursue indemnification from Terminating
Lessors under this Section 8.2, Terminating Lessees covenant to provide to
Terminating Lessors promptly after coming into possession of same, copies of any
information in Terminating Lessees' possession pertaining to such matter. No
failure of Terminating Lessees to comply with the provisions hereof shall
reduce, limit or release Terminating Lessors' indemnification obligations to the
extent that any information which any Terminating Lessees fail to provide
Terminating Lessors was already in the possession of any Terminating Lessor at
the time that such duty to deliver same to Terminating Lessors arose.
8.3 Property Conveyed "AS IS". EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN, IT IS
UNDERSTOOD AND AGREED THAT TERMINATING LESSEES HAVE NOT MADE AND ARE NOT NOW
MAKING, AND SPECIFICALLY DISCLAIM, ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES
OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR
FUTURE, WITH RESPECT TO THE PROPERTY INCLUDING, BUT NOT LIMITED TO, WARRANTIES,
REPRESENTATIONS OR GUARANTIES AS TO (I) MATTERS OF TITLE, (II) ENVIRONMENTAL
MATTERS RELATING TO THE HOTELS OR ANY PORTION THEREOF, (III) GEOLOGICAL
CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS,
WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL
OF WATER, AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE
EARTHQUAKES, (IV) WHETHER, AND THE EXTENT TO WHICH THE HOTELS OR ANY PORTION
THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD
PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI)
SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL
Lease Termination Agreement - Page 23
ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE
SUFFICIENCY OF ANY UNDERSHORING, (VII) ZONING TO WHICH THE HOTELS OR ANY PORTION
THEREOF MAY BE SUBJECT, (VIII) THE AVAILABILITY OF ANY UTILITIES TO THE HOTELS
OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND
ELECTRIC, (IX) USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE HOTELS OR ANY
PORTION THEREOF, (XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS,
SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, SUITABILITY, STRUCTURAL
INTEGRITY, OPERATION,