OR BEFORE TERMINATION OF THIS
SUBLEASE, ALL OF THE TERMS, COVENANTS AND AGREEMENTS HEREOF SHALL CONTINUE TO
BIND SUBTENANT TO THE EXTENT APPLICABLE, EXCEPT THAT (A) THE MONTHLY SUBTENANT'S
BASE RENT SHALL BE EQUAL TO ONE-HUNDRED-FIFTY PERCENT (150%) OF SUBTENANT'S BASE
RENT PAYABLE BY SUBTENANT UNDER THIS SUBLEASE FOR THE MONTH IMMEDIATELY
PRECEDING SUCH HOLDOVER PERIOD, AND (B) SUBTENANT SHALL INDEMNIFY AND DEFEND
SUBLANDLORD AGAINST, AND HOLD SUBLANDLORD HARMLESS FROM, ANY AND ALL CLAIMS,
LOSSES AND LIABILITIES FOR DAMAGES, CONSEQUENTIAL OR OTHERWISE, RESULTING FROM
SUBTENANT'S FAILURE TO SURRENDER POSSESSION, INCLUDING, WITHOUT LIMITATION, ANY
SUCH CLAIMS BY MASTER LANDLORD OR ANY SUCCESSOR TENANT OF ALL OR ANY PORTION OF
THE PREMISES.
9.
WAIVER AND INDEMNIFICATION.
(A)
SUBLANDLORD SHALL NOT BE LIABLE OR
RESPONSIBLE IN ANY WAY FOR, AND SUBTENANT HEREBY WAIVES ALL CLAIMS AGAINST
SUBLANDLORD WITH RESPECT TO OR ARISING OUT OF, (I) ANY DEATH, ILLNESS OR INJURY
OF ANY NATURE WHATSOEVER THAT MAY BE SUFFERED OR SUSTAINED BY SUBTENANT OR ITS
EMPLOYEES, AGENTS, CUSTOMERS, LICENSEES, INVITEES OR GUESTS, OR BY ANY OTHER
PERSON, FROM ANY CAUSES WHATSOEVER, OR (II) ANY LOSS OR DAMAGE OR INJURY TO ANY
PROPERTY IN, ON OR ABOUT THE SUBLEASE PREMISES BELONGING TO SUBTENANT OR ITS
EMPLOYEES, AGENTS, CUSTOMERS, LICENSEES, INVITEES OR GUESTS, OR BY ANY OTHER
PERSON, EXCEPT TO THE EXTENT SUCH INJURY OR DAMAGE IS CAUSED SOLELY BY THE
ACTIVE NEGLIGENCE OR WILLFUL MISCONDUCT OF, OR BREACH OF THIS SUBLEASE BY,
SUBLANDLORD.
(B)
SUBTENANT SHALL HOLD SUBLANDLORD HARMLESS
FROM, AND DEFEND AND INDEMNIFY SUBLANDLORD AGAINST, ANY AND ALL LOSSES, DAMAGES,
CLAIMS, LIABILITY, EXPENSE OR COSTS (INCLUDING REASONABLE ATTORNEYS' FEES)
ARISING OUT OF, FROM, OR IN CONNECTION WITH (I) SUBTENANT'S USE OR OCCUPANCY OF
THE SUBLEASE PREMISES (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO ANY PROPERTY
OR INJURY, ILLNESS OR DEATH OF ANY PERSON OCCURRING IN, ON, OR ABOUT
12
the Sublease Premises, or any part thereof, arising at any time and from any
cause whatsoever) or (ii) any breach or default by Subtenant under this
Sublease, including the failure of Subtenant to pay, perform, observe or comply
with any liability, obligation, covenant, condition or restriction imposed on
Sublandlord under the Master Lease which has been incorporated herein as a
liability, obligation, covenant, condition or restriction required to be paid,
performed or observed by Subtenant hereunder (including, but not limited to any
liability to, or indemnity obligation in favor of, Master Landlord either under
the Master Lease or at law or in equity), except to the extent such loss,
damage, claim, liability, expense or cost is caused solely by the active
negligence or willful misconduct of or breach of this Sublease by Sublandlord.
10.
HAZARDOUS MATERIALS.
(A)
SUBTENANT SHALL NOT, AND SUBTENANT SHALL
NOT PERMIT ANY OF ITS EMPLOYEES, AGENTS, CUSTOMERS, LICENSEES, INVITEES OR
GUESTS, OR ANY OTHER PERSON TO, MANAGE, HANDLE, STORE OR USE IN ANY WAY IN, ON
OR ABOUT THE SUBLEASE PREMISES OR THE BUILDING ANY TOXIC OR HAZARDOUS MATERIALS
(INCLUDING BUT NOT LIMITED TO ANY PETROLEUM PRODUCTS AND RADIOACTIVE