Consent To Sublease Page 6
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185.6.
Effect of the Sublease and of Master Lessor's Consent or Further Actions.
Notwithstanding anything to the contrary in the Master Lease, the Sublease or this Consent:
(a)
Master Lessor's consent to the Sublease does not release Sublessor of its
obligations under the Master Lease (or any guarantor of its obligations under its guaranty of the
Master Lease) or alter the primary liability of Sublessor (and of any guarantor under any
guaranty of the Master Lease) to pay the rent and perform and comply with all of the obligations
of Sublessor to be performed under the Master Lease.
(b)
Notwithstanding the express provisions of the Sublease, the Sublease is
and shall at all times be subject and subordinate to the Master
Lease, which Sublessor and
Sublessee agree is incorporated into the Sublease by this reference. In furtherance of the
foregoing it is understood and agreed that, notwithstanding anything to the contrary set forth in
the Sublease, the terms, conditions and respective obligations of Sublessor and Sublessee to each
other under the Sublease shall be the same as the terms and conditions of the Master Lease, with
the exception of those terms of the Sublease which relate to the amount of rent to be paid or
which relate to rights of Sublessee and which grant to Sublessee fewer rights than are set forth in
the Master Lease for the benefit of Sublessor. Therefore, with respect to all provisions of the
Sublease other than the provisions relating to the amount or rent to be paid and provisions which
grant to the Sublessee fewer or lesser rights than are granted to the Sublessor under the Master
Lease, for the purpose of determining the rights and obligations of Sublessor and Sublessee
under the Sublease, as between Sublessor and Sublessee, the word "Landlord" in the Master
Lease shall be deemed to mean the Sublessor under the Sublease, and the word "Tenant" in the
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Master Lease shall be deemed to mean Sublessee under the Sublease.
.
(c)
Neither the Sublease nor this Consent shall (i) release or discharge
Sublessor from any liability, whether past, present or future, under the Master Lease, (ii) operate
as Master Lessor’s consent to or approval of any of the terms, covenants, conditions, provisions
or agreements of the Sublease, and Master Lessor shall not be bound thereby, or (iii) be
construed to modify, waive, release or otherwise affect any of the terms, covenants, conditions,
provisions or agreements of the Master Lease, waive any breach of the Master Lease, waive any
of Master Lessor’s rights as landlord under the Master Lease, enlarge or increase Master
Lessor’s obligations as landlord under the Master Lease or enlarge or increase Sublessor’s and/or
Sublessee’s rights and benefits in excess of the rights and benefits applicable to Sublessor under
the Master Lease.
(cd)
Master Lessor's consent to the Sublease shall not constitute a consent to
any subsequent subletting or assignment, it being understood by Sublessor and Sublessee that
any and all subsequent subletting or assignment of all or any portion of the Subleased Premises
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Sublessor and Sublessee will want the terms of the Sublease to control. Depending on how
carefully the Sublease is drafted, they may encounter resistance from the Master Lessor in this
regard. Subleases that go through the exercise of incorporating by reference Articles and/or
sections of the Master Lease and including language similar to that deleted here are more likely
not to encounter resistance from the Master Lessor.
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