SECURITY DEPOSIT A deposit (the "SECURITY DEPOSIT") in the form of cash or an unconditional, irrevocable $1,000,000.00 letter of credit issued by a national bank reasonably acceptable to LANDLORD, and in the form of EXHIBIT E attached hereto and incorporated herein by reference, shall be paid by TENANT within five (5) business days after execution of this Lease and shall be held by the holder of the first mortgage on the Building (the "SD HOLDER") without liability for interest and as security for the performance by TENANT of TENANT's covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be considered an advance payment of rent or a measure of LANDLORD's damages in case of default by TENANT. The SD Holder shall provide TENANT with acknowledgement of the receipt thereof and shall from time to time, at TENANT's request, provide TENANT with information with respect to the status thereof. Notwithstanding the deposit of the Security Deposit with the SD Holder, LANDLORD shall retain all obligations with respect thereto set forth herein. In the event that cash is, at any time, held as the Security Deposit hereunder, the holder thereof shall hold such cash as trustee in a segregated account for the property for the benefit of the TENANT subject only to the terms and provisions of this Lease. Upon the occurrence of any Event of Default under this Lease by TENANT, LANDLORD may, from time to time, without prejudice to any other remedy and without prior notice, use such portion of the Security Deposit as is necessary to make good any arrearages of any installment of Basic Annual Rent, additional rents, or other amounts or charges payable by TENANT hereunder, or any other damage, injury, expense, or liability caused to LANDLORD by such breach or default. For draws by LANDLORD for damage, injury, expense or liability other than failure by TENANT to pay Basic Annual Rent or additional rents, LANDLORD will not draw an amount in excess of $100,000.00 without five (5) business days notice to TENANT specifying the amount of the intended draw. At any time LANDLORD is holding cash as the Security Deposit hereunder, TENANT shall have the right, in accordance with the terms hereof, to replace such cash with a letter of credit and upon such replacement, LANDLORD shall return the cash held to TENANT. If LANDLORD shall transfer its interest in the property, LANDLORD shall assign the Security Deposit to the transferee. At the end of every Lease Year, TENANT shall have the right to reduce the amount of cash by $100,000.00 or replace the letter of credit comprising the Security Deposit with a letter of credit in an amount reduced by $100,000.00, provided in either instance, at no time during the previous Lease Year has there been a Tenant Event of Default under this Lease. Following any application of the Security Deposit, if the Security Deposit is in the form of a letter of credit TENANT shall have issued to LANDLORD on demand a replacement letter of credit in the full amount of the letter of credit prior to LANDLORD's draw. Failure by TENANT to replace the letter of credit (i) in the full amount within ten (10) days of receipt by TENANT of notice of LANDLORD's draw or (ii) no later than five (5) days prior to the stated expiration date, shall, in either instance, be an Event of Default under this Lease, and in the case the event described in (ii) occurs, shall permit LANDLORD to draw the entire amount of the letter of credit. Any balance of the Security Deposit remaining at the end of the term shall be returned to TENANT within thirty (30) days after TENANT's compliance with each and every provision of Article 19 hereof. In the event TENANT exercises its option to acquire all or part of the tenth floor, TENANT shall increase the Security Deposit by $1,000,000.00 (subject to reduction as set forth in Section 32.1) at the time of exercise of the option, and thereafter the annual reduction of the total Security Deposit shall continue to be $100,000.00.
New Lease In the event of the termination of this Lease as a result of Tenant's default prior to the expiration of the term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms, covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease to the Landlord during the remainder of the period(s) specified below; and provided further, however,
