SUBLANDLORD AND SUBTENANT UNDER THIS SUBLEASE ARE CONDITIONED AND CONTINGENT
UPON THE LANDLORD CONSENTING TO THIS SUBLEASE BY EXECUTING AND DELIVERING A
COUNTERPART OF THE CONSENT OF LANDLORD ATTACHED HERETO AS EXHIBIT 'E" TO THIS
SUBLEASE (THE "CONSENT AGREEMENT").
IN THE EVENT LANDLORD'S CONSENT IS NOT
OBTAINED WITHIN THIRTY (30) DAYS AFTER THE DATE HEREOF AS EVIDENCED BY ITS
EXECUTION AND DELIVERY OF THIS SUBLEASE AND THE CONSENT AGREEMENT, THIS SUBLEASE
SHALL AUTOMATICALLY TERMINATE AND BECOME NULL AND VOID AND NEITHER SUBLANDLORD
NOR SUBTENANT SHALL HAVE ANY FURTHER OBLIGATIONS OR LIABILITY HEREUNDER OR TO
EACH OTHER WITH RESPECT TO THE PREMISES.
IN CONNECTION WITH OBTAINING
LANDLORD'S CONSENT, SUBLANDLORD AND SUBTENANT ACKNOWLEDGE AND AGREE THAT
SUBTENANT SHALL PAY ANY AND ALL LEGAL FEES AND COSTS ASSOCIATED WITH OBTAINING
SUCH CONSENT TO THIS SUBLEASE; PROVIDED, HOWEVER, UP TO A MAXIMUM COST TO
SUBLANDLORD OF $1,500.00, SUBLANDLORD SHALL BEAR ONE-HALF (1/2) OF SUCH COST
PAYABLE TO LANDLORD IN CONNECTION WITH OBTAINING ITS CONSENT TO THIS SUBLEASE.
20.
EXAMINATION.
SUBMISSION OF THIS INSTRUMENT
FOR EXAMINATION OR SIGNATURE BY SUBTENANT DOES NOT CONSTITUTE A RESERVATION OF
OR OPTION FOR THE PREMISES OR IN ANY MANNER BIND SUBLANDLORD, AND NO LEASE,
SUBLEASE OR OBLIGATION ON SUBLANDLORD SHALL ARISE UNTIL THIS INSTRUMENT IS
SIGNED AND DELIVERED BY SUBLANDLORD AND SUBTENANT AND THE CONSENT OF LANDLORD IS
OBTAINED AS DESCRIBED IN SECTION 19 ABOVE; PROVIDED, HOWEVER, THAT THE EXECUTION
AND DELIVERY BY SUBTENANT OF THIS SUBLEASE TO SUBLANDLORD SHALL CONSTITUTE AN
IRREVOCABLE OFFER BY SUBTENANT TO SUBLEASE THE PREMISES ON THE TERMS AND
CONDITIONS HEREIN CONTAINED, WHICH OFFER MAY NOT BE REVOKED FOR FIVE (5)
BUSINESS DAYS AFTER SUCH DELIVERY.
21.
SECURITY DEPOSIT.
SUBTENANT AT LEAST ONE
(1) BUSINESS DAY PRIOR TO THE COMMENCEMENT OF THE EARLY OCCUPANCY PERIOD AND AS
A CONDITION TO DELIVERY OF POSSESSION OF THE PREMISES BY SUBLANDLORD, SHALL
DEPOSIT WITH SUBLANDLORD CASH OR A LETTER OF CREDIT (THE "LETTER OF CREDIT")
EQUAL TO SIX (6) MONTH'S MINIMUM RENT (WHICH SUBLANDLORD AND SUBTENANT AGREE IS
EQUAL TO $561,303.00).
SUCH LETTER OF CREDIT SHALL BE IN A FORM SATISFACTORY TO
SUBLANDLORD (IN ITS SOLE AND ABSOLUTE DISCRETION) AND ISSUED UPON A BANK WITH A
MINIMUM LONG TERM CAPITAL RATING OF "AA", WITH A BRANCH IN SAN DIEGO, CALIFORNIA
FOR PURPOSES OF SUBLANDLORD'S ABILITY TO DRAW THEREON AND SHALL OTHERWISE BE
SATISFACTORY TO SUBLANDLORD (IN ITS SOLE AND ABSOLUTE DISCRETION).
FURTHER,
SUCH LETTER OF CREDIT SHALL BE IRREVOCABLE, "EVERGREEN", "CLEAN" AND IN THE FULL
AMOUNT REQUIRED NAMING SUBLANDLORD AS BENEFICIARY, AND PROVIDING FOR PARTIAL AND
MULTIPLE DRAWS AND SHALL
16
OTHERWISE BE SATISFACTORY TO SUBLANDLORD AS SET FORTH HEREINABOVE.
SUCH LETTER
OF CREDIT SHALL BE HELD BY SUBLANDLORD AS SECURITY FOR THE FAITHFUL PERFORMANCE
BY SUBTENANT OF ALL TERMS, COVENANTS AND CONDITIONS OF THIS SUBLEASE.
SUBTENANT
AGREES THAT SUBLANDLORD MAY APPLY (OR DRAW UPON, AS THE CASE MAY BE) THE
SECURITY DEPOSIT TO REMEDY ANY FAILURE BY SUBTENANT TO REPAIR OR MAINTAIN THE
PREMISES OR TO PERFORM ANY OTHER TERMS, COVENANTS AND CONDITIONS CONTAINED
HEREIN