PROOF OF REFUSAL OF DELIVERY) AND
SHALL BE SENT BY CERTIFIED OR REGISTERED UNITED STATES MAIL, POSTAGE PREPAID,
RETURN RECEIPT REQUESTED, OR BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER, WITH
PROOF OF DELIVERY, TO THE FOLLOWING ADDRESSES, UNLESS OTHERWISE DESIGNATED BY
WRITTEN NOTICE:
39
To Sublessor:
Cymer Inc.
17075 Thornmint Court
Attn: Nancy Baker
San Diego, California 92127-1815
Attn: Chief Financial Officer
with a copy to:
Higgs, Fletcher & Mack LLP
First National Bank Building,
401 West "A" Street, Suite 2600
San Diego, California 92101
Attn: William Reavey, Esq.
To Sublessee:
Northrop Grumman System Corporation
Attn: Real Estate Department - Legal Notices
1840 Century Park East
Los Angeles, California 90067
with a copy to:
Northrop Grumman Systems Corporation
M/S 9900/P04-220
2000 W. NASA Blvd.
Melbourne, FL 32904
Attn: Manager, Sector Real Estate
And to:
Rutan & Tucker, LLP
611 Anton Blvd., 14th Floor
Costa Mesa, California 92626
Attn: Mary M. Green, Esq.
35.
ATTORNEYS' FEES.
IF EITHER PARTY SHALL
COMMENCE LEGAL ACTION TO SPECIFICALLY ENFORCE OR OTHERWISE SEEK REDRESS UNDER OR
FOR BREACH OF THIS SUBLEASE, THE PREVAILING PARTY IN SUCH ACTION SHALL BE
ENTITLED TO RECOVER ITS COSTS AND REASONABLE ATTORNEYS' FEES THEREIN, INCLUDING
COSTS AND FEES INCURRED IN ANY APPELLATE PROCEEDING, IN ADDITION TO ANY OTHER
RELIEF.
36.
TERMINATION OF PRIME LEASE.
IF FOR ANY
REASON THE TERM OF THE PRIME LEASE SHALL TERMINATE PRIOR TO THE EXPIRATION DATE
(OTHER THAN IN CONNECTION WITH SUBLESSOR'S DEFAULT), THIS SUBLEASE SHALL
AUTOMATICALLY BE TERMINATED AND SUBLESSOR SHALL NOT BE LIABLE TO SUBLESSEE BY
REASON THEREOF UNLESS SAID TERMINATION SHALL HAVE BEEN CAUSED BY THE DEFAULT OF
SUBLESSOR UNDER THE PRIME LEASE, AND SAID SUBLESSOR DEFAULT WAS NOT AS A RESULT
OF A SUBLESSEE DEFAULT HEREUNDER.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT
SHALL SUBLESSOR OR SUBLESSOR AGREE TO A VOLUNTARY TERMINATION OR CANCELLATION OF
THE PRIME LEASE WITHOUT THE PRIOR WRITTEN CONSENT OF SUBLESSEE.
37.
ENTIRE AGREEMENT.
IT IS UNDERSTOOD AND
ACKNOWLEDGED THAT THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES HERETO
AFFECTING THIS SUBLEASE AND THIS SUBLEASE SUPERSEDES AND CANCELS ANY AND ALL
PREVIOUS NEGOTIATIONS, ARRANGEMENTS, BROCHURES, AGREEMENTS AND UNDERSTANDINGS,
IF ANY, BETWEEN THE PARTIES HERETO OR DISPLAYED BY SUBLESSOR TO SUBLESSEE WITH
RESPECT TO THE SUBJECT MATTER THEREOF, AND NONE THEREOF SHALL BE USED TO
INTERPRET OR CONSTRUE THIS
40
SUBLEASE.
THIS SUBLEASE, AND THE EXHIBITS AND SCHEDULES ATTACHED HERETO,
CONTAIN ALL OF THE TERMS, COVENANTS, CONDITIONS, WARRANTIES AND AGREEMENTS OF
THE PARTIES RELATING IN ANY MANNER TO THE RENTAL, USE AND OCCUPANCY OF THE
SUBLEASED PREMISES AND SHALL BE CONSIDERED TO BE THE ONLY AGREEMENTS BETWEEN THE
PARTIES HERETO AND THEIR REPRESENTATIVES AND AGENTS.
NONE OF THE TERMS,
COVENANTS, CONDITIONS OR PROVISIONS OF THIS SUBLEASE CAN BE MODIFIED, DELETED OR
ADDED TO EXCEPT IN WRITING SIGNED BY THE PARTIES HERETO.
ALL NEGOTIATIONS AND
ORAL AGREEMENTS ACCEPTABLE TO BOTH PARTIES HAVE BEEN MERGED INTO AND ARE
INCLUDED HEREIN.
THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES BETWEEN THE
PARTIES, AND ALL RELIANCE WITH RESPECT TO REPRESENTATIONS IS BASED TOTALLY