OR MAKE ANY PAYMENT OWING HEREUNDER, ALL FOLLOWING THE EXPIRATION OF
APPLICABLE NOTICE AND CURE PERIODS.
IF SUBTENANT HAS KEPT AND PERFORMED ALL
TERMS, COVENANTS AND CONDITIONS OF THIS SUBLEASE DURING THE TERM, SUBLANDLORD
WILL, WITHIN THIRTY (30) DAYS AFTER THE EXPIRATION HEREOF, PROMPTLY RETURN THE
SECURITY DEPOSIT TO SUBTENANT OR THE LAST PERMITTED ASSIGNEE OF SUBTENANT'S
INTEREST HEREUNDER.
SHOULD SUBLANDLORD USE (OR DRAW UPON, AS THE CASE MAY BE)
ANY PORTION OF THE SECURITY DEPOSIT TO CURE ANY DEFAULT BY SUBTENANT HEREUNDER,
SUBTENANT SHALL FORTHWITH REPLENISH THE SECURITY DEPOSIT TO THE ORIGINAL
AMOUNT.
SUBLANDLORD SHALL NOT BE REQUIRED TO KEEP THE SECURITY DEPOSIT SEPARATE
FROM ITS GENERAL FUNDS, AND SUBTENANT SHALL NOT BE ENTITLED TO INTEREST ON ANY
SUCH DEPOSIT.
SUBTENANT HEREBY ACKNOWLEDGES AND AGREES THAT SUBLANDLORD MAY
DRAW UPON SUCH LETTER OF CREDIT AT SUCH TIME AS SUBLANDLORD IS PERMITTED TO DO
SO UNDER THIS PARAGRAPH 21 OR IF SUBTENANT FAILS TO PROVIDE SUBLANDLORD WITH A
REPLACEMENT LETTER OF CREDIT NO LATER THAN THIRTY (30) DAYS PRIOR TO THE
EXPIRATION DATE OF ANY THEN HELD LETTER OF CREDIT IN SUBLANDLORD'S POSSESSION.
IN THE EVENT SUBLANDLORD DRAWS DOWN SUCH LETTER OF CREDIT, THEN SUBLANDLORD
SHALL HOLD SUCH CASH SECURITY DEPOSIT IN ACCORDANCE WITH THE TERMS AND
PROVISIONS OF THIS PARAGRAPH 21 AND SUBTENANT SHALL HAVE THE RIGHT TO REPLACE
THE LETTER OF CREDIT AND RECEIVE A RETURN OF THE CASH FROM SUBLANDLORD BY
PROVIDING A LETTER OF CREDIT CONSISTENT WITH THE REQUIREMENTS AS SET FORTH IN
THIS PARAGRAPH 21.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE AMOUNT
OF THE LETTER OF CREDIT HELD AS A SECURITY DEPOSIT SHALL BE REDUCED ANNUALLY,
COMMENCING UPON THE COMMENCEMENT OF THE SECOND LEASE YEAR, ON A STRAIGHT LINE
BASIS (SUBJECT TO SUBTENANT'S RIGHT TO ACCELERATED REDUCTION (AS HEREINAFTER
DEFINED) AS SET FORTH BELOW) BASED UPON THE TERM OF THIS SUBLEASE (THE
"AUTOMATIC REDUCTION") UPON THE FOLLOWING TERMS AND CONDITIONS:
(I) SUBTENANT
IS NOT THEN IN MONETARY DEFAULT UNDER THIS SUBLEASE NOR IN NON-MONETARY DEFAULT
UNDER THIS SUBLEASE (AS TO SUCH NON-MONETARY DEFAULT, IN ORDER FOR SUCH
CONDITION TO PROHIBIT SUCH REDUCTION IN THE LETTER OF CREDIT SUCH NON-MONETARY
DEFAULT MUST BE BEYOND APPLICABLE NOTICE AND CURE PERIODS), (II) IN NO EVENT
SHALL SUCH SECURITY DEPOSIT BE LESS THAN $187,101.00 ("MINIMUM AMOUNT"), (III)
SUBTENANT PROVIDES WRITTEN NOTICE TO SUBLANDLORD OF SUBTENANT'S REDUCTION OF
SUCH SECURITY DEPOSIT AND A REPLACEMENT LETTER OF CREDIT IN THE THEN APPROPRIATE
AMOUNT WHICH MEETS THE REQUIREMENTS FOR SUCH A LETTER OF CREDIT AS SET FORTH IN
THIS PARAGRAPH 21, AND (IV) SUBTENANT SHALL BE ENTITLED TO ONE SUCH REDUCTION
EACH YEAR EFFECTIVE AS OF THE ANNIVERSARY OF THE COMMENCEMENT DATE.
AT SUCH
TIME AS SUBTENANT HAS MET THE CONDITIONS SET FORTH ABOVE, SUBLANDLORD SHALL
RETURN THE THEN HELD LETTER OF CREDIT TO SUBTENANT.
IN ADDITION TO THE
AUTOMATIC REDUCTION OF THE SECURITY DEPOSIT AS PROVIDED ABOVE, SUBLANDLORD
AGREES THAT PROVIDED SUBTENANT HAS MET THE CONDITIONS TO THE AUTOMATIC REDUCTION
AS SET FORTH IN SUBPARAGRAPHS (I) THROUGH (III) ABOVE, SUBTENANT