Consent To Sublease Page 7
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18and/or the Leased Premises to any party whatsoever (including without limitation any affiliate of
Sublessor or Sublessee), shall be subject to the prior written consent of Master Lessor upon the
terms and conditions set forth in the Master Lease. No changes or modifications shall be made
to the Sublease without the prior written consent of Master Lessor.
Any changes or
modifications to the Sublease without Master Lessor’s consent shall be voidable at the option of
Master Lessor in the exercise of its sole and absolute discretion. Master Lessor may consent to
any amendments or modifications to the Master Lease without notifying Sublessor, Sublessee or
anyone else liable under the Master Lease and/or Sublease (including without limitation any
guarantor under any guaranty of the Master Lease or Sublease) and without obtaining their
consent and such action shall not relieve such persons from liability.
(de)
Sublessor and Sublessee understand and acknowledge that this Consent is
not a consent to any improvement or alteration to or in the Subleased Premises, and prior to the
undertaking by Sublessor or Sublessee of any improvement or alteration to or in the Subleased
Premises, Sublessor shall obtain Master Lessor’s prior written consent
as provided for under the
Master Lease, and if such consent is given, the same will be subject to Sublessor and Sublessee
signing Master Lessor’s standard form of agreement with respect to improvement or alteration
work being performed by persons other than Master Lessor and the payment to Master Lessor of
a fifteen percent (15%) construction management fee based on the costs (both hard and soft) of
any such tenant improvement
workif and to the extent that the same is required to be obtained by
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Sublessor under the Master Lease
.
(e)
All options to extend, renew or expand, if any, contained in the Master
Lease are personal to Sublessor and this Consent shall not include consent to the assignment or
transfer of any such rights with respect to the Subleased Premises or any special privileges or
extra services granted to Sublessor by the Master Lease, or any addendum or amendment thereto.
Similarly, any allowance, abatement or monetary concession provided to Sublessor as an
inducement to execute the Master Lease is personal to Sublessor and, upon mutual execution and
delivery of this Consent, the currently unamortized (on a straight line basis over the term of the
Master Lease) portion thereof shall be paid by Sublessor to Master Lessor in cash as a condition
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to the effectiveness of this Consent.
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6.
Assignment of Rents; Rights of Master Lessor.
(a)
Sublessor hereby absolutely assigns and transfers to Master Lessor the
Sublessor's interest in the Sublease and all rentals and income arising therefrom.
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Again, unless the construction management fee is reserved in the Master Lease, it is not likely
to be viewed as a reasonable condition to consent, unless, for example, the Master Lease
provides no right to perform alterations and the subtenant intends to perform extensive
alterations under the Sublease.
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The Master Lease should speak for itself in this regard.
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Sublessor could argue that Master Lessor should have included these provisions in the Master
Lease and request their deletion from this Consent. In the event of a default under the Master
Lease by Sublessor, however, Sublessee may want to attorn to the Master Lessor and may want
to require non-disturbance from the Master Lessor.
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