CONSTITUTE BASE RENT AND SHALL BE
CREDITED AGAINST SUBTENANT'S OBLIGATIONS TO PAY BASE RENT AS IT FIRST BECOMES
DUE HEREUNDER.
SECURITY DEPOSIT:
WITHIN TEN (10) BUSINESS DAYS AFTER THE EXECUTION HEREOF,
SUBTENANT SHALL DELIVER TO SUBLANDLORD AN UNCONDITIONAL, IRREVOCABLE LETTER OF
CREDIT (THE "LETTER OF CREDIT") IN THE AMOUNT OF FIVE HUNDRED FOUR THOUSAND FOUR
HUNDRED SEVENTY-THREE AND 16/100 DOLLARS ($504,473.16) AS SECURITY FOR THE
PERFORMANCE BY SUBTENANT OF ITS OBLIGATIONS UNDER THIS SUBLEASE, AND NOT AS A
PREPAYMENT OF RENT (THE "SECURITY DEPOSIT").
THE LETTER OF CREDIT SHALL BE
SUBJECT TO THE TERMS AND CONDITIONS OF SECTIONS 5.1(B) THROUGH (D)OF THE DIRECT
LEASE,MODIFIED AS INCORPORATED HEREIN PURSUANT TO PARAGRAPH 22 OF THIS
SUBLEASE.
ANY CASH THAT SUBLANDLORD MAY HOLD AS A SECURITY DEPOSIT, INCLUDING
THE PROCEEDS IF SUBLANDLORD DRAWS ON THE LETTER OF CREDIT, WILL BE DEPOSITED
INTO AN INTEREST-BEARING ACCOUNT MAINTAINED BY SUBLANDLORD (WHICH ACCOUNT MAY
CONTAIN THE SECURITY DEPOSITS OF OTHER TENANTS OR SUBTENANTS OR OTHER SUMS).
ANY CASH PORTION OF THE SECURITY DEPOSIT HELD BY SUBLANDLORD SHALL ACCRUE
INTEREST AT A STANDARD PASSBOOK SAVINGS RATE OF INTEREST, AS REASONABLY
DETERMINED BY SUBLANDLORD, AND ANY SUCH INTEREST SHALL BE DEEMED TO BE A PART OF
THE SECURITY DEPOSIT.
THE SECURITY DEPOSIT SHALL NOT SERVE AS AN ADVANCE
PAYMENT OF RENT OR A MEASURE OF SUBLANDLORD'S DAMAGES FOR ANY DEFAULT UNDER THIS
SUBLEASE.
SUBTENANT COVENANTS AND AGREES THAT IT SHALL NOT ASSIGN OR ENCUMBER
OR ATTEMPT TO ASSIGN OR ENCUMBER THE SECURITY DEPOSIT AND NEITHER SUBLANDLORD
NOR ITS SUCCESSORS OR ASSIGNS SHALL BE BOUND BY ANY SUCH AGREEMENT, ENCUMBRANCE,
ATTEMPTED ASSIGNMENT OR ATTEMPTED ENCUMBRANCE.
LATE CHARGE; INTEREST:
IF SUBTENANT FAILS TO PAY SUBLANDLORD ANY AMOUNT DUE
HEREUNDER ON OR BEFORE THE DATE SUCH PAYMENT IS DUE, SUBTENANT SHALL PAY TO
SUBLANDLORD UPON DEMAND A LATE CHARGE TOGETHER WITH DEFAULT INTEREST ON ANY SUCH
AMOUNTS AS SET FORTH IN AND SUBJECT TO THE PROVISIONS OF SECTIONS 19.5 AND 19.6
OF THE DIRECT LEASE, AS INCORPORATED HEREIN, INCLUDING ANY PROVISIONS REGARDING
NOTICE AND GRACE PERIODS.
HOLDOVER:
SUBTENANT SHALL SURRENDER THE SUBLEASED PREMISES ON OR BEFORE THE
EXPIRATION OR EARLIER TERMINATION OF THIS SUBLEASE IN ACCORDANCE WITH THE TERMS
OF THIS SUBLEASE UNLESS MASTER LANDLORD HAS LEASED THE SUBLEASED PREMISES TO
SUBTENANT PURSUANT TO A SEPARATE AGREEMENT BETWEEN MASTER LANDLORD AND
SUBTENANT.
IF SUBTENANT FAILS TO SURRENDER THE SUBLEASED PREMISES AS AFORESAID,
SUBTENANT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SUBLANDLORD FROM AND AGAINST
ALL LOSSES, COSTS, CLAIMS, LIABILITIES AND DAMAGES (INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES) RESULTING FROM SUBTENANT'S FAILURE TO SURRENDER
THE SUBLEASED PREMISES ON OR BEFORE THE EXPIRATION OR EARLIER TERMINATION OF
THIS SUBLEASE IN THE CONDITION REQUIRED UNDER THE TERMS OF THIS SUBLEASE
(INCLUDING, WITHOUT LIMITATION, ANY LIABILITY OR DAMAGES SUSTAINED BY
SUBLANDLORD AS A RESULT OF A HOLDOVER OF THE MASTER PREMISES BY SUBLANDLORD
OCCASIONED BY THE HOLDOVER OF THE SUBLEASED PREMISES BY SUBTENANT).
NOTWITHSTANDING THE FOREGOING, SUBLANDLORD AND SUBTENANT AGREE THAT THE
INDEMNIFICATION PROVISIONS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE SHALL
BE NULL AND VOID