OF THE MASTER LEASE INCORPORATED INTO THIS SUBLEASE, SUBLANDLORD EXPRESSLY
RESERVES THE RIGHT TO CONDUCT THE INSPECTIONS IN THE SUBLEASE PREMISES DURING
THE TERM AS DESCRIBED IN ARTICLE 22 OF THE MASTER LEASE.
16.
CONSENT OF LANDLORD.
PARAGRAPH 17.1 OF THE MASTER LEASE REQUIRES
SUBLANDLORD TO OBTAIN THE WRITTEN CONSENT OF LANDLORD TO THIS SUBLEASE.
THE
EFFECTIVENESS OF THIS SUBLEASE SHALL BE CONDITIONED UPON SUBLANDLORD'S RECEIPT
OF SUCH CONSENT.
TO THE
6
EXTENT AGREED TO BY LANDLORD, SUCH CONSENT WILL INCLUDE A RIGHT ON BEHALF OF
SUBTENANT TO CURE DEFAULTS OF SUBLANDLORD UNDER THE MASTER LEASE ON SUCH TERMS
AND CONDITIONS AS ARE REASONABLY SATISFACTORY TO SUBLANDLORD AND SUBTENANT IN
ORDER TO PRESERVE SUBTENANT'S OCCUPANCY OF THE PREMISES.
17.
TERMINATION OF THE LEASE.
IF FOR ANY REASON THE TERM OF THE MASTER LEASE
SHALL TERMINATE PRIOR TO THE SUBLEASE EXPIRATION DATE, THIS SUBLEASE SHALL
AUTOMATICALLY BE TERMINATED AND SUBLANDLORD SHALL NOT BE LIABLE TO SUBTENANT BY
REASON THEREOF UNLESS SAID TERMINATION IS THE RESULT OF A SUBLANDLORD
TERMINATION EVENT (AS DEFINED BELOW).
"SUBLANDLORD TERMINATION EVENT" SHALL
MEAN A TERMINATION OF THE MASTER LEASE WHERE SUBTENANT IS NOT PERMITTED OR
OFFERED THE OPPORTUNITY TO REMAIN IN THE SUBLEASE PREMISES ON SUBSTANTIALLY THE
SAME TERMS AS THIS SUBLEASE WHICH TERMINATION IS THE RESULT OF:
(I) A DEFAULT
OF SUBLANDLORD UNDER THE MASTER LEASE, AND SAID SUBLANDLORD DEFAULT WAS NOT AS A
RESULT OF A SUBTENANT DEFAULT UNDER THIS SUBLEASE; (II) THE RESULT OF ANY
ELECTION OR EXERCISE OF A RIGHT OR OPTION HELD BY SUBLANDLORD UNDER THE MASTER
LEASE TO EFFECT SUCH TERMINATION OTHER THAN AS A RESULT OF THE OCCURRENCE OF
DAMAGE OR DESTRUCTION OR EMINENT DOMAIN; OR (III) SUBLANDLORD'S MUTUAL AGREEMENT
WITH LANDLORD TO TERMINATE THE MASTER LEASE OUTSIDE THE PARAMETERS OF THE MASTER
LEASE.
IN THE EVENT OF ANY SUBLANDLORD TERMINATION EVENT, SUBLANDLORD SHALL BE
LIABLE FOR, AND SUBTENANT SHALL BE ENTITLED TO RECOVER, SUBTENANT'S ACTUAL
OUT-OF-POCKET COSTS INCURRED TO SECURE SUBSTANTIALLY COMPARABLE ALTERNATIVE
SPACE RESULTING FROM THE TERMINATION OF THIS SUBLEASE DUE TO SUCH SUBLANDLORD
TERMINATION EVENT.
IN NO EVENT SHALL SUBTENANT'S DAMAGES INCLUDE ANY
CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES.
18.
ASSIGNMENT AND SUBLETTING.
A.
INDEPENDENT OF AND IN ADDITION TO ANY PROVISIONS OF THE MASTER LEASE,
INCLUDING WITHOUT LIMITATION THE OBLIGATION TO OBTAIN LANDLORD'S CONSENT TO ANY
SUBLEASE OR ASSIGNMENT, IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY
PROVIDED HEREIN, SUBTENANT SHALL HAVE NO RIGHT TO ASSIGN OR SUBLET THE SUBLEASE
PREMISES OR ANY PORTION THEREOF OR ANY RIGHT OR PRIVILEGE APPURTENANT THERETO
AND ANY SUCH ASSIGNMENT OR SUBLETTING SHALL BE VOID.
SUBTENANT SHALL HAVE THE
RIGHT TO ASSIGN THIS SUBLEASE OR ANY INTEREST THEREIN, AND TO SUFFER OR PERMIT
ANY OTHER PERSON (OTHER THAN AGENTS, SERVANTS OR ASSOCIATES OF THE SUBTENANT) TO
OCCUPY OR USE THE SUBLEASE PREMISES, ONLY UPON THE PRIOR WRITTEN CONSENT OF
SUBLANDLORD, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, AND TO THE EXTENT
REQUIRED UNDER THE MASTER LEASE, THE PRIOR WRITTEN CONSENT OF LANDLORD.
ANY
ASSIGNMENT OR SUBLETTING BY SUBTENANT