Consent To Sublease Page 9
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18as shall be reasonably necessary in connection with the implementation of the foregoing rights of
Master Lessor.
Sublessor expressly acknowledges and agrees that the exercise by Master Lessor
of any of the foregoing rights and remedies shall not constitute an election of remedies, and shall
not in any way impair Master Lessor's entitlement to pursue other rights and remedies available
under the Master Lease or at law directly against Sublessor.
(e)
In the event that Sublessor shall Default under the Master Lease, then
Master Lessor, at its option:
(i) without being obligated to do so, may unilaterally require Sublessee to
attorn to Master Lessor, in which event Master Lessor shall undertake the obligations of
Sublessor under the Sublease from the time of the exercise of said option until termination of the
Sublease, but Master Lessor shall not be liable to Sublessee for any prepaid rents nor any
security deposit paid by Sublessee, nor shall Master Lessor be liable for any other defaults of
Sublessor under the Sublease, or
(ii) may terminate the Master Lease due to a Default by Sublessor on its
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obligations thereunder
and in accordance with the terms thereof
, and, in the event of any such
termination
or in the event of the expiration of the Master Lease prior to the expiration of the
Sublease, Master Lessor shall have the right, in its sole discretion, to withdraw the consent to the
Sublease hereby given and terminate the Sublease. Within thirty (30) days after the Sublessee’s
receipt of notice from Master Lessor of its election to withdraw the consent to and terminate the
Sublease pursuant to the foregoing provisions of this clause (ii), Sublessee shall vacate the
Subleased Premises. Upon such vacation by Sublessee, Sublessor and Sublessee shall cause the
Subleased Premises to be in good condition and repair subject to damage by casualty. Unless
Master Lessor exercises its rights pursuant to clause (i) above, the term of the Sublease shall
expire and come to an end on its expiration date or any premature termination date thereof or
concurrently with any premature termination of the Master Lease (whether by consent or other
right, now or hereafter agreed to by Master Lessor or Sublessor, or by operation of law or at
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Master Lessor’s option in accordance with this clause (ii)).
, Master Lessor agrees that
Sublessee’s right to possession of the Subleased Premises shall not be disturbed so long as
Sublessee is not in default under the Sublease.
Sublessee, immediately upon receipt of unilateral written notice from Master Lessor requiring
Sublessee to attorn to Master Lessor pursuant to clause (i) above, hereby agrees to be bound to
Master Lessor under the terms, covenants and conditions of the Sublease for the balance of the
term thereof remaining with the same force and effect as if Master Lessor were the landlord
under the Sublease, and Sublessee shall attorn to Master Lessor as its landlord upon the
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Since “Default” under the Consent picks up breaches where cure periods have not expired,
Sublessor will want this additional clarification to make sure this Consent does not eliminate
Sublessor’s cure rights under the Master Lease.
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Both Sublessor and Sublessee are likely to object to the foregoing language; Sublessee because
it would permit a voluntary termination of the Master Lease by Master Lessor and Sublessor and
Sublessor because keeping the Sublease in place mitigates (unless the Sublease rent is then
below market) Sublessor’s damages under the Master Lease.
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