INSTALLMENTS OF "OPERATING EXPENSES", CONSENT FEES, REVIEW FEES AND
REASONABLE ATTORNEY'S FEES INCURRED IN CONNECTION WITH THIS TERMINATION
PROCESS).
IF SUCH COSTS ARE REASONABLY ESTIMATED BY SUBLANDLORD TO EXCEED THREE
(3) MONTHS BASE RENT, SUCH PROHIBITION IS ALSO CONDITIONED UPON SUBTENANT
PROVIDING TO SUBLANDLORD SECURITY FOR SUCH PAYMENT OBLIGATION THAT IS REASONABLY
SATISFACTORY TO SUBLANDLORD.
(2)
If Subtenant also has a right to terminate
the Sublease because of the same events giving rise to Sublandlord's right to
terminate the Modified Wilson Lease (e.g., because of the incorporation of
Section 17.1 of the Direct Lease into the Sublease), and if Subtenant exercises
such termination right, (a) Sublandlord may exercise its right to terminate the
Modified Wilson Lease and (b) clause (2) above shall not apply.
(3)
Subtenant shall provide to Sublandlord such
consents, refusals to consent, elections, agreements, and/or information as
Sublandlord reasonably requests and are needed by Sublandlord in order for it to
determine whether of not it is prohibited from exercising such termination
right, all to be received by Sublandlord at least seven (7) business days before
the expiration of Sublandlord's right to terminate.
(4)
This Section 22E shall not apply to
Sublandlord's right to terminate this Sublease as a result of an Event of
Default of Subtenant, one of Sublandlord's remedies referred to in Section 18
hereof.
RIGHT TO CONTEST:
IF SUBLANDLORD DOES NOT HAVE THE RIGHT TO CONTEST ANY MATTER
IN THE MASTER LEASE DUE TO EXPIRATION OF ANY TIME LIMIT THAT MAY BE SET FORTH
THEREIN OR FOR ANY OTHER REASON, THEN NOTWITHSTANDING ANY INCORPORATION OF ANY
SUCH PROVISION FROM THE MASTER LEASE INTO THIS SUBLEASE, SUBTENANT SHALL ALSO
NOT HAVE THE RIGHT TO CONTEST ANY SUCH MATTER.
CONSENT TO SUBLEASE:
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SUBLEASE,
THIS SUBLEASE AND SUBLANDLORD'S OBLIGATIONS HEREUNDER ARE CONDITIONED UPON THE
EXECUTION AND DELIVERY OF ALL PARTIES THERETO OF THE FOURTH AMENDMENT AND THE
CONSENT.
IF ANY OF THE FOREGOING CONDITIONS IS NOT SATISFIED, WITHIN THIRTY
(30) DAYS AFTER EXECUTION OF THIS SUBLEASE BY SUBLANDLORD, THEN SUBLANDLORD MAY
TERMINATE THIS SUBLEASE BY GIVING SUBTENANT WRITTEN NOTICE THEREOF, AND UPON
SUCH TERMINATION SUBLANDLORD SHALL RETURN TO SUBTENANT ALL PREPAID RENT AND THE
SECURITY DEPOSIT.
SUBLANDLORD AND SUBTENANT HEREBY ACKNOWLEDGE THAT THE CONSENT
CONTAINS CERTAIN AGREEMENTS BETWEEN THE PARTIES THERETO THAT HAVE A DIRECT
IMPACT ON THIS SUBLEASE AND THE RELATIONSHIP OF SUBLANDLORD AND SUBTENANT
HEREUNDER, INCLUDING THE CIRCUMSTANCES UNDER WHICH SUBTENANT MUST OBTAIN THE
CONSENT OF SUBLANDLORD.
IN THE EVENT OF A CONFLICT BETWEEN THE PROVISIONS OF
THIS SUBLEASE AND THE CONSENT, THE PROVISIONS OF THE CONSENT SHALL CONTROL.
FURTHERMORE, THE PARTIES ACKNOWLEDGE THAT THE INCORPORATION BY REFERENCE OF THE
PROVISIONS OF THE DIRECT LEASE INTO THIS SUBLEASE MAY CAUSE SUBLANDLORD TO HAVE
NUMEROUS APPROVAL AND CONSENT RIGHTS OF THE "LANDLORD" UNDER THE DIRECT LEASE;
HOWEVER, NOTWITHSTANDING SUCH INCORPORATION BY REFERENCE, THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE CONSENT AND APPROVAL RIGHTS OF SUBLANDLORD WITH
RESPECT TO THE SUBLEASED PREMISES DURING THE SUBLEASE TERM ARE GOVERNED BY THE
CONSENT