SUBLESSEE
SHALL DEFEND, INDEMNIFY AND HOLD SUBLESSOR HARMLESS FROM AND AGAINST ALL LOSS OR
LIABILITY RESULTING FROM OR ARISING OUT OF SUBLESSEE'S FAILURE TO SURRENDER THE
SUBLEASED PREMISES BY SUCH DATE, INCLUDING, BUT NOT LIMITED TO, ANY AMOUNTS
REQUIRED TO BE PAID TO ANY SUBLESSEE OR PROSPECTIVE SUBLESSEE WHO WAS TO HAVE
OCCUPIED THE SUBLEASED PREMISES AFTER SAID TERMINATION OR EXPIRATION AND ANY
RELATED ATTORNEYS' FEES AND BROKERAGE COMMISSIONS INCURRED AS A RESULT OF
SUBLESSEE'S FAILURE TO VACATE THE SUBLEASED PREMISES ON OR BEFORE THE EXPIRATION
OF THE PERMITTED HOLDOVER PERIOD.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT
OF A HOLDOVER NOT PERMITTED OR EXPRESSLY AUTHORIZED PURSUANT TO THE TERMS OF
THIS SECTION 2.2 ABOVE, WHICH ENDS ON OR BEFORE THE APPLICABLE TERM OF THE PRIME
LEASE, SUBLESSEE SHALL NOT BE LIABLE TO SUBLESSOR FOR CONSEQUENTIAL DAMAGES FOR
ITS FAILURE TO VACATE THE APPLICABLE PORTION OF THE SUBLEASED PREMISES.
NOTHING
HEREIN SHALL BE DEEMED TO BE SUBLESSOR'S CONSENT TO A HOLDING OVER BY SUBLESSEE
BEYOND THE PERMITTED HOLDOVER PERIOD.
2.4
SUBLESSEE'S OPTION TO TERMINATE.
COMMENCING
ON THE DATE THAT IS (I) TWENTY-FOUR (24) CALENDAR MONTHS FOLLOWING THE SECOND
PHASE DELIVERY DATE, SUBLESSEE SHALL
8
HAVE THE RIGHT (THE "EARLY TERMINATION RIGHT") TO ELECT TO TERMINATE THIS
SUBLEASE AS TO ALL OR ANY OF SUCH PHASES, IF EITHER OF THE FOLLOWING
CIRCUMSTANCES OCCUR: (I) ANY CONTRACT ENTERED INTO BETWEEN SUBLESSEE AND THE
UNITED STATES GOVERNMENT THAT SUBLESSEE IS USING THE SUBLEASED PREMISES TO
SUPPORT IS TERMINATED, NOT RENEWED, REPLACED BY ANOTHER GOVERNMENT CONTRACT
AND/OR MODIFIED SO THAT THE FUNDING BY THE UNITED STATES GOVERNMENT OF THE SUMS
REQUIRED TO BE PAID THEREUNDER IS REDUCED BY FIFTY PERCENT (50%) OR MORE; OR
(II) THE UNITED STATES GOVERNMENT EXPRESSLY DIRECTS A RELOCATION OF THE PLACE OF
PERFORMANCE OF THE SUCH CONTRACT WHICH RESULTS IN A REDUCTION OF THE CONTRACT
PRICE PERFORMED AT THE SITE OF THE SUBLEASED PREMISES BY AN AMOUNT OF FIFTY
PERCENT (50%) OR MORE.
(A)
SUBLESSEE'S EARLY TERMINATION RIGHT SHALL
BE EXERCISED BY SUBLESSEE BY PROVIDING TO SUBLESSOR AT LEAST ONE HUNDRED EIGHTY
(180) DAYS' PRIOR WRITTEN NOTICE TO SUBLESSOR OF SUBLESSEE'S INTENT TO EXERCISE
THIS RIGHT OF EARLY TERMINATION ACCOMPANIED BY REASONABLE EVIDENCE THAT ONE OF
THE ABOVE REFERENCED CONDITIONS HAS OCCURRED AND DESIGNATION OF THE EFFECTIVE
DATE OF SUCH TERMINATION.
(B)
SUBLESSEE MAY EXERCISE ITS EARLY TERMINATION
RIGHT BY REDUCING THE SUBLEASED PREMISES ONLY IN THE FOLLOWING COMBINATIONS:
(I) ALL OF THE FIRST FLOOR AND SECOND FLOOR; (II) ALL OF THE SECOND FLOOR OR
(III) ALL OF THE FIRST FLOOR.
(C)
TO THE EXTENT THAT THE EARLY TERMINATION
RIGHT IS EXERCISED WITH RESPECT TO THE SECOND FLOOR PRIOR TO THE EXPIRATION
DATE, SUBLESSEE SHALL PAY TO SUBLESSOR AN AMOUNT EQUAL TO THE SUM OF THE THEN
UNAMORTIZED PORTION OF (I) THE TOTAL COST, NOT TO EXCEED FOUR HUNDRED NINETY-ONE
THOUSAND SEVEN HUNDRED SEVENTY-FIVE DOLLARS ($490,050.00), OF THE FIRST PHASE
SUBLESSOR'S WORK PLUS (II) THE BROKERAGE COMMISSIONS FOR THE SECOND FLOOR.
(THE
BROKERAGE COMMISSIONS FOR THE SECOND FLOOR SHALL