Common use of Consent to Sublease Clause in Contracts

Consent to Sublease. Lessor under the Master Lease hereby consents to the foregoing Sublease, including, but not limited to, Section 9 (granting rights of assignment and subletting), Section 18 (granting rights of first opportunity), 19 (granting an option to extend), 20 (granting options to extend), and 21 (granting options to expand), without waiver of any restriction in the Master Lease concerning further assignment or subletting. Lessor certifies, as of the date of Lessor’s execution hereof, that (i) Sublessor is not in default in payment of rent or triple-net charges under the Master Lease, and (ii) to the knowledge of the person executing this Consent on Lessor’s behalf, without investigation or inquiry, Sublessor is not in default or breach of any of the other provisions of the Master Lease, and the Master Lease has not been amended or modified except as expressly set forth in the foregoing Sublease. This Consent shall apply only to the Sublease and shall not be deemed to be a consent to any other assignment or sublease nor shall this consent constitute a waiver of any restriction in the Master Lease concerning further subletting or assignment by Sublessor or by Sublessee. Lessor’s consent is issued on the understanding that nothing contained in the Sublease shall modify, expand or enlarge Lessor’s obligations under the Master Lease nor release Sublessor from any obligations thereunder. Unless and until the provisions of Sections 4 or 5 of this Consent become effective, nothing in this Agreement or the Sublease shall be deemed to create a landlord/tenant relationship between Lessor and Sublessee or obligate Lessor to perform any obligations under the Master Lease for the benefit of Sublessee. Sublessor and Sublessee shall not amend, modify or terminate the Sublease without Lessor’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the immediately preceding three sentences, Sublessee shall have, and may exercise its right under Section 9 of the Sublease to assign the Sublease or sublet part or all of the Premises to a Permitted Transferee without either Lessor’s consent or Sublessor’s consent. No amendment or modification of the Sublease shall be binding on Lessor unless Lessor has consented to such amendment or modification in writing. Whether or not Sublessor and Sublessee seek Lessor’s consent to any amendment or modification of the Sublease, Sublessor and Sublessee shall give notice to Lessor of any amendment or modification of the Sublease. Sublessor and Sublessee acknowledge that the foregoing conditions are reasonable.

Consent to Sublease. Lessor under Sublandlord shall make commercially reasonable efforts to obtain Landlord’s consent to this Sublease (the Master Lease hereby consents “Consent”) as soon as reasonably possible, subject to the foregoing Subleasethird sentence of this Section 25. The Consent shall be rendered in writing in substantially the form attached hereto as Exhibit C, except that the Consent shall also provide the following (a) notwithstanding the provisions of the Lease, the Permitted Uses (as such term is used in the Lease) of the Sublet Premises shall be for the executive, administrative and general business offices, including, but not limited towithout limitation, Section 9 for businesses other than a law firm (granting rights of assignment and sublettingthe “Expanded Permitted Uses”), Section 18 (granting rights b) any assignee or undertenant of first opportunity), 19 (granting an option to extend), 20 (granting options to extend), Subtenant may use the Sublet Premises for any Expanded Permitted Uses and 21 (granting options to expand), without waiver be engaged in a business other than that of any restriction in the Master Lease concerning further assignment or subletting. Lessor certifies, as of the date of Lessor’s execution hereof, that (i) Sublessor is not in default in payment of rent or triple-net charges under the Master Leasea law firm, and (iic) to the knowledge of the person executing this Consent on Lessor’s behalf, without investigation or inquiry, Sublessor is not in default or breach of any of the other provisions of the Master Lease, and the Master Lease has not been amended or modified except as expressly set forth in the foregoing Sublease. This Consent shall apply only to the Sublease and shall not be deemed to be a consent to any other assignment or sublease nor shall this consent constitute a waiver of any restriction in the Master Lease concerning further subletting or assignment by Sublessor or by Sublessee. Lessor’s consent is issued on the understanding that nothing contained in the Sublease shall modify, expand or enlarge Lessor’s obligations under the Master Lease nor release Sublessor from any obligations thereunder. Unless and until the provisions of Sections 4 or 5 of this Consent become effective, nothing in this Agreement or the Sublease shall be deemed to create a landlord/tenant relationship between Lessor and Sublessee or obligate Lessor to perform any obligations under the Master Lease for the benefit of Sublessee. Sublessor and Sublessee shall not amend, modify or terminate the Sublease without Lessor’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the immediately preceding three sentences, Sublessee shall have, and may exercise its right under Section 9 of the Sublease expanded rights to assign the Sublease or sublet part the Sublet Premises or otherwise effectuate transfer as set forth in Section 14(u) of Exhibit C (such consent, as so modified, the “Acceptable Consent”). Sublandlord shall pay all of the Premises to a Permitted Transferee without either Lessorcharges and fees due in connection therewith on or before same are due, excluding, however, any Subtenant’s consent or Sublessor’s consent. No amendment or modification of the Sublease legal fees incurred by Subtenant in connection with negotiating same, which shall be binding on Lessor unless Lessor has consented borne solely by Subtenant. If Sublandlord does not obtain the Acceptable Consent within thirty (30) days after Sublandlord’s receipt of an original executed counterpart of this Sublease signed by Subtenant, then at any time thereafter until the Consent is obtained, Subtenant may terminate this Sublease upon written notice to Sublandlord as its sole remedy, whereupon any and all such amendment or modification in writing. Whether or not Sublessor and Sublessee seek Lessor’s consent to any amendment or modification executed counterparts of the Sublease, Sublessor together with any Security Deposit, rentals and Sublessee other amounts paid shall give notice be promptly returned to Lessor Subtenant (but no later than five (5) days after such termination), and neither party hereto shall have any further obligation to the other under this Sublease except for such obligations that expressly survive termination of any amendment or modification of the this Sublease. Sublessor and Sublessee acknowledge that the foregoing conditions are reasonable.

Consent to Sublease. Lessor under the Master If Landlord does not exercise its option to cancel this Lease hereby pursuant to paragraph (b) above and Landlord consents in writing to the foregoing Subleaseproposed assignment of sublease, includingTenant may then enter into the assignment or sublease, but not limited toas the case may be, Section 9 (granting rights of assignment and subletting), Section 18 (granting rights of first opportunity), 19 (granting an option to extend), 20 (granting options to extend), and 21 (granting options to expand), without waiver of any restriction specified in the Master Lease concerning further assignment or sublettingTenant’s Notice giving rise to such cancellation option, in accordance with the following provisions. Lessor certifies, as of the date of Lessor’s execution hereof, that (i) Sublessor is not in default in payment of rent or triple-net charges under the Master Lease, and (ii) to the knowledge of the person executing this Consent on Lessor’s behalf, without investigation or inquiry, Sublessor is not in default or breach of any of the other provisions of the Master Lease, and the Master Lease has not been amended or modified except as expressly set forth in the foregoing Sublease. This Consent shall apply only to the Sublease and shall not be deemed to be a consent to any other If Tenant enters into such assignment or sublease nor it shall this consent constitute a waiver submit an executed copy of any restriction in the Master Lease concerning further subletting sublease or assignment to Landlord for consent not less than thirty (30) days prior to the proposed effective date of assignment or the proposed commencement date of the term of the sublease, as the case may be. In the case of a sublease, the instrument shall expressly state that it is and shall remain at all times subject and subordinate to this Lease and all of the terms, covenants and agreements contained in this Lease. In the case of an assignment, the instrument shall contain the assumption by Sublessor the assignee of all of the duties and obligations of the tenant under this Lease to be performed after the effective date of assignment. No such assignment or sublease instrument shall expressly or by Sublessee. Lessor’s consent is issued on the understanding that nothing contained in the Sublease shall modify, expand implication impose upon Landlord any duties or enlarge Lessor’s obligations under the Master Lease nor release Sublessor from any obligations thereunder. Unless and until or alter the provisions of Sections 4 this Lease. Landlord agrees to give Tenant written notice within thirty (30) days after receipt by Landlord of Tenant’s proposed assignment or 5 sublease of this Consent become effective, nothing in this Agreement or the Sublease shall be deemed to create a landlord/tenant relationship between Lessor and Sublessee or obligate Lessor to perform any obligations under the Master Lease for the benefit of Sublessee. Sublessor and Sublessee shall not amend, modify or terminate the Sublease without Lessor’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the immediately preceding three sentences, Sublessee shall have, and may exercise its right under Section 9 of the Sublease to assign the Sublease or sublet part or all of the Premises to a Permitted Transferee without either Lessor’s consent or Sublessor’s consent. No amendment or modification of the Sublease shall be binding on Lessor unless Lessor has consented to such amendment or modification in writing. Whether or not Sublessor and Sublessee seek LessorLandlord’s consent to or rejection of same. Tenant may not submit to Landlord for consent any amendment assignment or modification sublease on terms or conditions or with parties different from those stated in the applicable Tenant’s Notice for such assignment or sublease, nor may Tenant submit to Landlord for consent any assignment or sublease later than the date which is sixty (60) days after the expiration of the Sublease, Sublessor and Sublessee shall give notice to Lessor of any amendment or modification period for exercise by Landlord of the Sublease. Sublessor cancellation option arising under paragraph (b) above by reason of such assignment or sublease, without again complying with the provisions of paragraph (b) above and Sublessee acknowledge that affording Landlord the foregoing conditions are reasonableright to again exercise its cancellation option.

Consent to Sublease. Lessor under (a) Subject to the Master Lease terms and conditions of this Consent, Landlord hereby consents to the foregoing Sublease, including, but not limited to, Section 9 (granting rights of assignment and subletting), Section 18 (granting rights of first opportunity), 19 (granting an option to extend), 20 (granting options to extend), and 21 (granting options to expand), without Sublease for the Premises. Nothing in this Consent or in the Sublease shall be deemed a waiver by Landlord of any restriction in right that it may have pursuant to the Master Lease concerning further assignment or subletting. Lessor certifies, as terms of the date of Lessor’s execution hereof, that (i) Sublessor is not in default in payment of rent or triple-net charges under the Master Lease, and (ii) to the knowledge of the person executing this Consent on Lessor’s behalf, without investigation . The foregoing consent shall not operate as approval or inquiry, Sublessor is not in default or breach ratification by Landlord of any of the other express or implied provisions of the Master Lease, Sublease and Landlord shall not be bound by or estopped in any way by the Master Lease has not been amended or modified except provisions of the Sublease. Except as expressly set forth in the foregoing Sublease. This this Consent, this Consent shall apply only to the Sublease and shall not be deemed construed or implied to be a consent to any other assignment matter for which Xxxxxxxx’s consent is required under the Master Lease. (b) This Consent shall in no way release Tenant, Guarantor or sublease nor any person or entity claiming by, through or under Tenant or Guarantor, from any of its covenants, agreements, liabilities and duties under the Lease (including, without limitation, all indemnification and insurance obligations), as the same may be amended from time to time, without respect to any provision to the contrary in the Sublease. (c) Tenant shall this consent constitute a waiver be liable to Landlord for any default under the Master Lease, whether such default is caused by Tenant or Subtenant or anyone claiming by or through either Tenant or Subtenant, but the foregoing shall not be deemed to restrict or diminish any right which Landlord may have against Subtenant pursuant to the Master Lease, in law or in equity for violation of any restriction in the Master Lease concerning further subletting or assignment otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Master Lease by Sublessor or Subtenant. Subtenant and Tenant each agree to provide Landlord with copies of any notices of default by Sublessee. Lessor’s consent is issued either party under the Sublease on the understanding same day such notices are given to the other party. (d) Subtenant and Xxxxxx acknowledge and agree that nothing contained in Landlord shall retain all entry rights to the Sublease shall modify, expand or enlarge Lessor’s obligations Premises as provided under the Master Lease nor release Sublessor from any obligations thereunder. Unless Lease. (e) Tenant shall reimburse Landlord for its reasonable costs and until expenses, including attorneys’ fees, incurred by Landlord in connection with the provisions proposed Sublease in the amount of Sections 4 or 5 $500.00, and the effectiveness of this Consent become effective, nothing in this Agreement or the Sublease shall be deemed to create a landlord/tenant relationship between Lessor and Sublessee or obligate Lessor to perform any obligations under the Master Lease for the benefit is expressly conditioned upon Xxxxxxxx’s receipt of Sublessee. Sublessor and Sublessee shall not amend, modify or terminate the Sublease without Lessor’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the immediately preceding three sentences, Sublessee shall have, and may exercise its right under Section 9 of the Sublease to assign the Sublease or sublet part or all of the Premises to a Permitted Transferee without either Lessor’s consent or Sublessor’s consent. No amendment or modification of the Sublease shall be binding on Lessor unless Lessor has consented to such amendment or modification in writing. Whether or not Sublessor and Sublessee seek Lessor’s consent to any amendment or modification of the Sublease, Sublessor and Sublessee shall give notice to Lessor of any amendment or modification of the Sublease. Sublessor and Sublessee acknowledge that the foregoing conditions are reasonablepayment.

Consent to Sublease. Lessor under (a) Subject to the Master Lease terms and conditions of this Consent, Landlord hereby consents to the foregoing Sublease, including, but not limited to, Section 9 (granting rights of assignment and subletting), Section 18 (granting rights of first opportunity), 19 (granting an option to extend), 20 (granting options to extend), and 21 (granting options to expand), without Sublease for the Subleased Premises. Nothing in this Consent or in the Sublease shall be deemed a waiver by Landlord of any restriction in right that it may have to terminate or amend the Master Lease concerning further assignment or subletting. Lessor certifies, as of the date of Lessor’s execution hereof, that (i) Sublessor is not in default in payment of rent or triple-net charges under the Master Lease, and (ii) pursuant to the knowledge of the person executing this Consent on Lessor’s behalf, without investigation terms thereof or inquiry, Sublessor is as otherwise may be agreed upon by Landlord and Tenant. The foregoing consent shall not in default operate as approval or breach ratification by Landlord of any of the other expressed or implied provisions of the Master Lease, Sublease and Landlord shall not be bound by or estopped in any way by the Master Lease has not been amended or modified except provisions of the Sublease. Except as expressly set forth in the foregoing Sublease. This this Consent, this Consent shall apply only to the Sublease and shall not be deemed construed or implied to be a consent to any other assignment matter for which Landlord’s consent is required under the Master Lease, including, without limitation, any Alterations or sublease nor any signage. (b) Tenant shall reimburse Landlord upon demand for its reasonable costs and expenses, including attorneys’ fees, incurred by Landlord in connection with the proposed Sublease and this consent constitute a waiver Consent is expressly conditioned on such payment timely being made. (c) This Consent shall in no way release Tenant or any person or entity claiming by, through or under Tenant from any of its covenants, agreements, liabilities and duties under the Lease (including, without limitation, all indemnification and insurance obligations), as the same may be amended from time to time, without respect to any restriction provision to the contrary in the Sublease. (d) Tenant shall be liable to Landlord for any default under the Master Lease, whether such default is caused by Tenant or Subtenant or anyone claiming by or through either Tenant or Subtenant, but the foregoing shall not be deemed to restrict or diminish any right which Landlord may have against Subtenant pursuant to the Master Lease, in law or in equity for violation of the Master Lease concerning further subletting or assignment by Sublessor otherwise, including, without limitation, the right to enjoin or by Sublessee. Lessor’s consent is issued on the understanding that nothing contained in the Sublease shall modify, expand or enlarge Lessor’s obligations under otherwise restrain any violation of the Master Lease nor release Sublessor from any obligations thereunder. Unless and until the provisions of Sections 4 or 5 of this Consent become effective, nothing in this Agreement or the Sublease shall be deemed to create a landlord/tenant relationship between Lessor and Sublessee or obligate Lessor to perform any obligations under the Master Lease for the benefit of Sublessee. Sublessor and Sublessee shall not amend, modify or terminate the Sublease without Lessor’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the immediately preceding three sentences, Sublessee shall have, and may exercise its right under Section 9 of the Sublease to assign the Sublease or sublet part or all of the Premises to a Permitted Transferee without either Lessor’s consent or Sublessor’s consent. No amendment or modification of the Sublease shall be binding on Lessor unless Lessor has consented to such amendment or modification in writing. Whether or not Sublessor and Sublessee seek Lessor’s consent to any amendment or modification of the Sublease, Sublessor and Sublessee shall give notice to Lessor of any amendment or modification of the Sublease. Sublessor and Sublessee acknowledge that the foregoing conditions are reasonableby Subtenant.

Consent to Sublease. Lessor under the Master Lease hereby consents Notwithstanding anything to the foregoing contrary in this Sublease, including, but not limited to, Section 9 (granting rights this Sublease and Sublandlord's obligations hereunder are conditioned upon the execution and delivery of assignment and subletting), Section 18 (granting rights of first opportunity), 19 (granting an option to extend), 20 (granting options to extend), and 21 (granting options to expand), without waiver of any restriction in the Master Lease concerning further assignment or subletting. Lessor certifies, as all parties thereto of the date of Lessor’s execution hereof, that (i) Sublessor is not in default in payment of rent or triple-net charges under Fourth Amendment and the Master Lease, and (ii) to the knowledge of the person executing this Consent on Lessor’s behalf, without investigation or inquiry, Sublessor is not in default or breach of Consent. If any of the other 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 Master 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 Master Lease has not been amended or modified except as expressly set forth consent and approval rights of Sublandlord with respect to the Subleased Premises during the Sublease Term are governed by the Consent and Sublandlord’s consent and approval is only required to the extent required in the foregoing Consent. In addition, the parties acknowledge that amendments to the Direct Lease may become incorporated in this Sublease. This Consent shall apply , but only to the extent any such amendment is permitted pursuant to Section 5B of the Consent Amendment: This Sublease and shall may not be deemed to be a consent to any other assignment or sublease nor shall this consent constitute a waiver amended except by the written agreement of any restriction in the Master Lease concerning further subletting or assignment by Sublessor or by Sublessee. Lessor’s consent is issued on the understanding that nothing contained in the Sublease shall modify, expand or enlarge Lessor’s obligations under the Master Lease nor release Sublessor from any obligations thereunder. Unless Sublandlord and until the provisions of Sections 4 or 5 of this Consent become effective, nothing in this Agreement or the Sublease shall be deemed to create a landlord/tenant relationship between Lessor and Sublessee or obligate Lessor to perform any obligations under the Master Lease for the benefit of Sublessee. Sublessor and Sublessee shall not amend, modify or terminate the Sublease without Lessor’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the immediately preceding three sentences, Sublessee shall have, and may exercise its right under Section 9 of the Sublease to assign the Sublease or sublet part or all of the Premises to a Permitted Transferee without either Lessor’s consent or Sublessor’s consent. No amendment or modification of the Sublease shall be binding on Lessor unless Lessor has consented to such amendment or modification in writing. Whether or not Sublessor and Sublessee seek Lessor’s consent to any amendment or modification of the Sublease, Sublessor and Sublessee shall give notice to Lessor of any amendment or modification of the Sublease. Sublessor and Sublessee acknowledge that the foregoing conditions are reasonableSubtenant.

Consent to Sublease. Lessor under the Master Lease hereby Landlord consents to the foregoing Subleasesubleasing by Tenant to Subtenant of the Subleased Premises; provided, however, that: (a) such consent does not: (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, but not limited towithout limitation, Section 9 (granting rights the payment of assignment rent and subletting)other amounts when due under the Lease, Section 18 (granting rights of first opportunity), 19 (granting an option to extend), 20 (granting options to extend), and 21 (granting options to expand), without waiver of any restriction in the Master Lease concerning further assignment whether occurring before or subletting. Lessor certifies, as of after such consent or the date of Lessor’s execution hereofthe Sublease, that (i) Sublessor is and Tenant will not in default in payment of rent or triple-net charges be released from any liability under the Master Lease, and (ii) Lease because of Landlord’s failure to the knowledge give notice of the person executing this Consent on Lessor’s behalf, without investigation default by Subtenant under or inquiry, Sublessor is not in default or breach of with respect to any of the other provisions of the Master Lease, and but rather Tenant and, with respect to the Master Lease has not been amended or modified Subleased Premises (except as expressly set forth in the foregoing Sublease. This Consent shall apply only Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord and Tenant by Subtenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed to be or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease nor term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent constitute a waiver shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant were the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any restriction remedy set forth in the Master Lease concerning further subletting in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or assignment obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of its obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Sublessor Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or by Sublessee. Lessor’s consent is issued on other charge in connection with the understanding Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing contained in the Sublease shall modifyexpand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other person, and Landlord withholds consent to anything in the Sublease that does expand or enlarge Lessor’s purports to expand the liability or obligations under of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Master Lease nor release Sublessor from any obligations thereunder. Unless and until Subleased Premises beyond the provisions of Sections 4 Premises, to extend or 5 of this Consent become effective, nothing in this Agreement or renew the Sublease shall be deemed to create a landlord/tenant relationship between Lessor and Sublessee or obligate Lessor to perform any obligations under the Master Lease for the benefit of Sublessee. Sublessor and Sublessee shall not amend, modify or terminate the Sublease without Lessor’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the immediately preceding three sentences, Sublessee shall have, and may exercise its right under Section 9 term of the Sublease beyond the existing term of the Lease or to assign exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease or sublet part or all of the Premises to a Permitted Transferee without either Lessor’s consent or Sublessor’s consent. No amendment or modification of the Sublease shall be binding on Lessor unless Lessor has consented to such amendment or modification in writing. Whether or not Sublessor and Sublessee seek Lessor’s consent to any amendment or modification of the Sublease, Sublessor and Sublessee shall give notice to Lessor of any amendment or modification of the Sublease. Sublessor and Sublessee acknowledge that the foregoing conditions are reasonablethis Agreement.

Consent to Sublease. Lessor The Vendor undertakes to and in favour of the Purchasers to use commercially reasonable efforts to obtain the consent of the landlord under the Master Head Lease hereby consents to the foregoing Sublease, including, but not limited to, Section 9 (granting rights of assignment and subletting), Section 18 (granting rights of first opportunity), 19 (granting an option to extend), 20 (granting options to extend), and 21 (granting options to expand), without waiver of any restriction as defined in the Master Lease concerning further assignment or subletting. Lessor certifies, as of the date of Lessor’s execution hereof, that (iSublease) Sublessor is not in default in payment of rent or triple-net charges under the Master Lease, and (ii) to the knowledge of the person executing this Consent on Lessor’s behalf, without investigation or inquiry, Sublessor is not in default or breach of any of the other provisions of the Master Lease, and the Master Lease has not been amended or modified except as expressly set forth in the foregoing Sublease. This Consent shall apply only to the Sublease and shall the waiver of the landlord's right of first offer pursuant to Section 12.04 of the Head Lease in the form previously provided to the landlord within ninety (90) days following the Closing Date. In the event that, within the ninety (90) day period following the Closing Date, the landlord under the Head Lease; (a) does not be deemed provide such consent to be the Sublease, or a consent to any other assignment the Sublease that is otherwise in form and substance satisfactory to the Purchasers and the Purchasers' Counsel, acting reasonably; (b) indicates that it will not provide such a consent; (c) does not waive its right of first offer pursuant to Section 12.04 of the Head Lease; (d) terminates the Head Lease in accordance with its terms; or sublease nor shall this consent constitute a waiver of any restriction (e) requests that Enlogix CIS L.P. vacate the Sublease Premises (as defined in the Master Lease concerning further subletting or assignment by Sublessor or by Sublessee. Lessor’s consent is issued on Sublease), Enlogix CIS L.P. shall have the understanding that nothing contained in the Sublease shall modify, expand or enlarge Lessor’s obligations under the Master Lease nor release Sublessor from any obligations thereunder. Unless and until the provisions of Sections 4 or 5 of this Consent become effective, nothing in this Agreement or the Sublease shall be deemed right to create a landlord/tenant relationship between Lessor and Sublessee or obligate Lessor to perform any obligations under the Master Lease for the benefit of Sublessee. Sublessor and Sublessee shall not amend, modify or terminate the Sublease without Lessor’s prior penalty upon written consentnotice to Union Gas Limited and the Vendor and the Vendor shall indemnify Enlogix CIS L.P. for any and all Liability that Enlogix CIS L.P. may incur arising or resulting from, or relating to, the failure to obtain that unconditional consent of the landlord under the Head Lease to the Sublease and the waiver of the landlord's right of first offer pursuant to Section 12.04 of the Head Lease in accordance with this Section 5.1.15, including all costs and expenses incurred by Enlogix CIS L.P. in connection with moving their operations to new premises (which shall not new premises will be unreasonably withheldcomparable in size, location and building quality to the Subleased Premises) and any excess rent or other payments required to be paid by Enlogix CIS L.P. in connection with any new premises. Notwithstanding In the immediately preceding three sentences, Sublessee shall have, and may exercise event that Enlogix CIS L.P. exercises its right under Section 9 of to terminate the Sublease to assign in accordance with this Section 5.1.15, the Sublease or sublet part or all of the Premises to a Permitted Transferee without either Lessor’s consent or Sublessor’s consent. No amendment or modification of the Sublease Vendor shall be binding on Lessor unless Lessor has consented entitled to such amendment or modification assist Enlogix CIS L.P. in writing. Whether or not Sublessor and Sublessee seek Lessor’s consent procuring premises that are comparable to any amendment or modification of the Sublease, Sublessor and Sublessee shall give notice to Lessor of any amendment or modification of the Sublease. Sublessor and Sublessee acknowledge that the foregoing conditions are reasonableSubleased Premises.