PRO RATA SHARE OF THE ESTIMATED EXPENSES AND TAXES (AS DEFINED IN
SECTION 4 ABOVE) FOR THE LAST MONTH OF THE SUBLEASE TERM (THE "LETTER OF CREDIT
AMOUNT"), NAMING SUBLESSOR AS BENEFICIARY, ISSUED (OR CONFIRMED) BY A FINANCIAL
INSTITUTION THAT IS MUTUALLY ACCEPTABLE TO SUBLESSOR AND SUBLESSEE, PERMITTING
MULTIPLE AND PARTIAL DRAWS THEREON, AND OTHERWISE IN FORM ACCEPTABLE TO
SUBLESSOR IN ITS SOLE DISCRETION.
SUBLESSEE SHALL CAUSE THE LETTER OF CREDIT TO
BE CONTINUOUSLY MAINTAINED IN EFFECT (WHETHER THROUGH REPLACEMENT, RENEWAL OR
EXTENSION) IN THE LETTER OF CREDIT AMOUNT THROUGH THE DATE (THE "FINAL LC
EXPIRATION DATE") THAT IS THIRTY (30) DAYS AFTER THE SCHEDULED EXPIRATION DATE
OF THE TERM OR ANY RENEWAL TERM OF THIS SUBLEASE.
IF THE LETTER OF CREDIT HELD
BY SUBLESSOR EXPIRES EARLIER THAN THE FINAL LC EXPIRATION DATE (WHETHER BY
REASON OF A STATED EXPIRATION DATE OR A NOTICE OF TERMINATION OR NON-RENEWAL
GIVEN BY THE ISSUING BANK), SUBLESSEE SHALL DELIVER A NEW LETTER OF CREDIT OR
CERTIFICATE OF RENEWAL OR EXTENSION (A "RENEWAL OR REPLACEMENT LC") TO SUBLESSOR
NOT LATER THAN THIRTY (30) DAYS PRIOR TO THE EXPIRATION DATE OF THE LETTER OF
CREDIT THEN HELD BY SUBLESSOR.
ANY RENEWAL OR REPLACEMENT LC SHALL COMPLY WITH
ALL OF THE PROVISIONS OF THIS SECTION, SHALL BE IRREVOCABLE, TRANSFERABLE
(PROVIDED SUBLESSOR PAYS ANY TRANSFER FEES) AND SHALL REMAIN IN EFFECT (OR BE
AUTOMATICALLY RENEWABLE) THROUGH THE FINAL LC EXPIRATION DATE UPON THE SAME
TERMS AS THE EXPIRING LETTER OF CREDIT.
UPON SUBLESSEE'S FAILURE TO COMPLY WITH
ONE OR MORE MATERIAL PROVISIONS OF THIS SUBLEASE, SUBLESSOR MAY, WITHOUT
PREJUDICE TO ANY OTHER REMEDY PROVIDED IN THIS SUBLEASE OR BY LAW, DRAW ON THE
LETTER OF CREDIT AND USE ALL OR PART OF THE PROCEEDS TO (A) SATISFY ANY AMOUNTS
DUE TO SUBLESSOR FROM SUBLESSEE, AND (B) SATISFY ANY OTHER DAMAGE, INJURY,
EXPENSE OR LIABILITY CAUSED BY SUBLESSEE'S FAILURE TO SO COMPLY.
IN ADDITION,
IF SUBLESSEE FAILS TO FURNISH A RENEWAL OR REPLACEMENT LC COMPLYING WITH ALL OF
THE PROVISIONS OF THIS ARTICLE 6 AT LEAST THIRTY (30) DAYS PRIOR TO THE STATED
EXPIRATION DATE OF THE LETTER OF CREDIT THEN HELD BY SUBLESSOR, SUBLESSOR MAY
DRAW UPON SUCH LETTER OF CREDIT AND HOLD THE PROCEEDS THEREOF (AND SUCH PROCEEDS
NEED NOT BE SEGREGATED) IN ACCORDANCE WITH THE TERMS OF THIS SUBLEASE (THE "LC
PROCEEDS ACCOUNT").
AN AUTHORIZED OFFICER OR OTHER REPRESENTATIVE OF SUBLESSOR
MAY MAKE DEMAND ON SUBLESSOR'S BEHALF FOR THE LETTER OF CREDIT AMOUNT, OR ANY
PORTION THEREOF, FROM TIME TO TIME; PROVIDED THE PROPER IDENTIFICATION OF THE
PARTY MAKING SUCH DEMAND ACCOMPANIED BY THE ORIGINAL LETTER OF CREDIT AND A
WRITTEN STATEMENT SIGNED BY SUCH PARTY CERTIFYING THAT SUCH AMOUNT IS DUE AND
OWING; TOGETHER WITH A CERTIFICATE OF INCUMBENCY EXECUTED BY SUBLESSOR WHICH
CERTIFIES THE POSITION AND SIGNATURE OF SUCH PARTY IS PRESENTED TO THE ISSUING
FINANCIAL INSTITUTION.
NOTHING IN THIS ARTICLE OR ELSEWHERE IN THE SUBLEASE
SHALL BE DEEMED TO PROHIBIT OR RESTRICT SUBLESSEE FROM CHALLENGING THE VALIDITY
OR AMOUNT OF THE DRAW