Consent To Sublease Page 4
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18Sublessee acknowledges have been relied upon by Master Lessor in granting its consent to the
Sublease:
(a)
The rental reserved in the Sublease is the only rent (however denominated
and paid) payable by Sublessee to Sublessor. For the purposes of this subparagraph (a), the
terms "rent" and "consideration" shall have the meanings set forth in paragraph 2(a) above. In
the event that the Master Lease provides for the payment to Master Lessor of a percentage of the
sales made at or from the Leased Premises (whether gross sales or determined pursuant to some
other formula), Sublessee shall comply with all of the terms and provisions of the Master Lease
with respect to such sales, including without limitation the maintenance of records with respect
to the same, notwithstanding anything to the contrary in the Sublease. Master Lessor shall have
the rights to audit and review Sublessee's records relating to the Sublease and the rent paid and
payable pursuant thereto, at any time and from time to time, during normal business hours. In the
event that any such audit and review reflects that Sublessee has not paid to Sublessor the amount
of rent reserved to Sublessor under the Sublease, Sublessee shall be responsible for the cost of
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Master Lessor’s audit.
(b)
Subtenant shall perform faithfully and be bound by all of the terms,
covenants, conditions, provisions and agreements of the Master Lease applicable to the
Subleased Premises for the period of
the Sublease; provided, however, in no event shall
Sublessee be responsible for payment of rent for the Subleased Premises in excess of the rent
reserved under
the Sublease.
(c)
The Sublease is not given as security for a loan nor shall it be given as
security or otherwise encumbered by Sublessee during the term of the Sublease or any
subsequent agreement without Master Lessor’s prior written consent, which may be withheld in
Master Lessor’s sole and absolute discretion.
(d)
Sublessee’s
execution
of
this
Consent
shall
constitute
an
acknowledgement by Sublessee that it has received a copy of the Master Lease from Sublessor.
(e)
Master Lessor has reviewed the financial statements, if any, requested of
Sublessee and has relied upon the truth and accuracy thereof with Sublesssee's knowledge and
representations of the truth and accuracy of such statements and that said statements accurately
and fairly depict the financial condition of Sublessee. Said financial statements are an inducing
factor and consideration for the entering into of this Consent by Master Lessor. Sublessee shall,
at any time and from time to time upon not less than ten (10) days' prior written notice from
Master Lessor, furnish Master Lessor with (i) Sublessee's most recent audited financial
statements, including a balance sheet and income statement, or a document in which Sublessee
states that its books are not independently audited and (ii) unaudited financial statements,
including a balance sheet and income statement, dated within ninety (90) days of the request
from Master Lessor.
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See footnote 1 above. If there is no excess rental payable to Master Lessor this paragraph
should be eliminated.
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