RENT AND ADDITIONAL RENT PAYABLE HEREUNDER SHALL ABATE ON A PRO
RATA BASIS TO THE EXTENT THAT THE SUBLEASED PREMISES ARE DAMAGED BY SUCH FIRE OR
OTHER CASUALTY OR ARE SUBJECT TO SUCH EXERCISE OF THE POWER OF EMINENT DOMAIN,
AS THE CASE MAY BE.
TO THE EXTENT THAT THE MASTER LEASE TERMINATES AS THE
RESULT OF ANY FIRE OR OTHER CASUALTY OR ANY EXERCISE OF THE POWER OF EMINENT
DOMAIN, THIS SUBLEASE SHALL LIKEWISE TERMINATE.
SUBLESSEE ACKNOWLEDGES AND
AGREES THAT MASTER LESSOR HAS RESERVED AND EXCEPTED, AND SUBLESSEE HEREBY GRANTS
TO SUBLESSOR, FOR AND ON BEHALF OF MASTER LESSOR, ALL RIGHTS TO RECOVER FOR
DAMAGES TO THE COMPLEX AND THE SUB-LEASEHOLD INTEREST HEREBY CREATED, AND TO
COMPENSATION ACCRUED OR HEREAFTER TO ACCRUE BY REASON OF ANY TAKING, DAMAGE OR
DESTRUCTION.
BY WAY OF CONFIRMING THE FOREGOING, SUBLESSEE HEREBY GRANTS AND
ASSIGNS, AND COVENANTS WITH SUBLESSOR TO GRANT AND ASSIGN TO SUBLESSOR, FOR AND
ON BEHALF OF MASTER LESSOR, ALL RIGHTS TO SUCH DAMAGES OR COMPENSATION, AND
COVENANTS TO DELIVER SUCH FURTHER ASSIGNMENTS AND ASSURANCES THEREOF AS
SUBLESSOR, FOR AND ON BEHALF OF MASTER LESSOR, MAY FROM TIME TO TIME REQUEST,
AND SUBLESSEE HEREBY IRREVOCABLY APPOINTS SUBLESSOR ITS ATTORNEY-IN-FACT TO
EXECUTE AND DELIVER IN SUBLESSEE'S NAME ALL SUCH ASSIGNMENTS AND ASSURANCES.
NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO PREVENT SUBLESSEE FROM
PROSECUTING IN ANY CONDEMNATION PROCEEDINGS A CLAIM FOR (OR OBTAINING FROM AN
INSURANCE AWARD) THE VALUE OF ANY OF SUBLESSEE'S REMOVABLE PROPERTY INSTALLED IN
THE SUBLEASED PREMISES BY SUBLESSEE AT SUBLESSEE'S EXPENSE AND FOR RELOCATION
EXPENSES, PROVIDED THAT SUCH ACTION SHALL NOT AFFECT THE AMOUNT OF COMPENSATION
OTHERWISE RECOVERABLE BY MASTER LESSOR FROM THE TAKING AUTHORITY.
10.
INDEMNIFICATION.
TO THE FULLEST EXTENT PERMITTED BY LAW,
SUBLESSEE HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS AND DEFEND SUBLESSOR FROM
AND AGAINST ANY AND ALL ACTIONS, CLAIMS, DEMANDS, DAMAGES, LOSSES, LIABILITIES,
COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ASSERTED AGAINST,
IMPOSED UPON, OR INCURRED BY SUBLESSOR BY REASON OF (A) ANY VIOLATION OF ANY OF
THE TERMS, COVENANTS, OR CONDITIONS OF THE MASTER LEASE OR THIS SUBLEASE CAUSED,
SUFFERED, OR PERMITTED BY SUBLESSEE, ITS AGENTS, SERVANTS, EMPLOYEES, OR
INVITEES, AND (B) ANY DAMAGE OR INJURY TO PERSONS OR PROPERTY OCCURRING UPON OR
IN CONNECTION WITH THE USE OR OCCUPANCY OF THE SUBLEASED PREMISES, EXCEPT TO THE
EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUBLESSOR, ITS
AGENTS, SERVANTS, EMPLOYEES, OR INVITEES.
SUBLESSEE ACKNOWLEDGES THAT THE
FOREGOING INDEMNITY INCLUDES ANY LOSSES, COSTS OR DAMAGES SUFFERED BY SUBLESSOR
WITH RESPECT TO THE MASTER LEASE TO THE EXTENT THAT SUCH LOSSES, COSTS OR
DAMAGES ARE CAUSED BY SUBLESSEE.
To the fullest extent permitted by law, Sublessor hereby agrees to indemnify and
hold harmless and defend Sublessee from and against any and all actions, claims,
demands, damages, losses, liabilities, costs, and expenses (including reasonable
attorneys' fees) asserted against, imposed upon, or incurred by Sublessee by
reason of any violation of any of the terms, covenants, or conditions of the
Master Lease or this Sublease