CONSENT TO SUBLEASE
This Agreement is made as of the 11th day of February 2000 by and among
Highwoods/Forsyth Limited Partnership ( the "Landlord") and Fidelity Mortgage,
Inc. (the Sublessor"), and XxxxxXxxx.xxx (the "Sublessee").
RECITALS
I. Sublessor and Landlord entered into that certain Lease dated March
11, 1998 (the "Lease") with respect to 0000 Xxx Xxx Xxxx., Xxxxx
000, Xxxxxxxxx, Xxxxxxxxxxx Xxxxxx, Xxxxx Xxxxxxxx (the "premises").
II. Sublessor has entered into that certain Sublease (the "Sublease")
dated __________, __________, pursuant to which Sublessor has sublet
all or a portion of the Premises (the "Subleased Premises") to
Sublessee. A copy of the Sublease is attached to this Agreement as
Exhibit "A".
III. Sublessor and Sublessee have requested that Landlord consent to
the subletting of the Subleased Premises by Sublessor to
Sublessee.
In consideration of the foregoing, the mutual covenants and conditions
contained in this Agreement, and other good and valuable considerations,
the receipt and sufficiency of which are hereby acknowledged, the parties
to this Agreement, intending to be legally bound, agree as follows:
1. INCORPORATION OF RECITALS. The parties warrant and represent that
the foregoing Recitals are accurate and correct and incorporate
them in this agreement. All capitalized terms used in this
agreement shall have the same definitions as set forth in the
Lease unless otherwise specifically indicated or unless the
context clearly indicates as contrary intent.
2. CONSENT TO SUBLETTING. Landlord consents to the subletting of the
Subleased Premises by Sublessor to Sublessee. This consent does
not constitute approval by, nor agreement with, any of the
provisions of the Sublease by Landlord. In addition, nothing
contained in this agreement or the Sublease shall be construed as
amending the Lease in any respect. Any purported modifications to
the Lease contained in the Sublease will effect the rights and
obligations as between Sublessor and Sublessee only and shall not
be binding on Landlord. Sublessor and Sublessee specifically
acknowledge that Landlord is not a party to the Sublease. Except
as expressly provided in this Agreement, the Lease shall remain
unmodified and in full force and effect and the parties hereby
ratify and confirm the terms of the Lease.
3. WARRANTIES AND REPRESENTATIONS. Sublessor and Sublessee warrant
and represent to Landlord the following:
(a) The Lease is binding and enforceable upon the Sublessor
and nothing done pursuant to the Sublease nor this
Agreement shall affect the liability of Sublessor under
the Lease.
(b) To the best of Sublessee's knowledge, Landlord is in
full and complete compliance with all of its obligations
under the Lease.
(c) The Lease, as described above, has not been otherwise
amended or modified, either orally or in writing, and
represents the entire agreement between Landlord and
Sublessor with respect to the Premises.
(d) Neither Sublessor nor Landlord is in default under
the Lease, and Sublessor is not aware of any state of
facts which, but for the giving of notice and/or the
passage of time, would be a default by either party
under the Lease. Sublessor is not entitled to any
credit offset, or reduction in rent or other charges
due or to become due under the Lease for any reason
whatsoever. Sublessor has no current defenses to the
enforcement of the Lease by Landlord, and there
currently exists no claims or any facts which could
give rise to any claims by Sublessor against
Landlord.
(d) Neither the Lease not any rights of Sublessor under
the Lease have been assigned by Sublessor. Other
than pursuant to the Sublease, the Premises have not
been sublet by Sublessor. No person or entity other
than Sublessee and Sublessor are entitled to possess,
use, or occupy the Premises pursuant to any license,
concession, or other agreement, whether oral or
written. Neither Sublessor's estate under the Lease
or any of its rights under the Lease have been
mortgaged or pledged to any third party, whether as
security for a loan or otherwise.
4. NO RELEASE. This Agreement shall not be deemed to release or
discharge, in any manner, the liability of Sublessor, as Tenant,
under the Lease nor any guarantors of the Lease, and their
respective liabilities shall remain in full force and effect and
to the same extent as existed prior to this Agreement.
5. FURTHER SUBLETTING OR ASSIGNMENT. This Agreement shall not be
construed as permitting any further subletting of the Premises or
assignment of the Lease except in strict accordance with the
terms of the Lease.
6. SUBLESSEE'S AGREEMENT. Sublessee confirms that it has read and is
fully familiar with the terms of the Lease. Sublessee shall
comply with all applicable terms and conditions of the Lease to
be performed by the Tenant under the Lease.
-2-
7. CONTINUING LIABILITY. The Liability of Sublessor and any
immediate and remote successor in interest of Sublessor (by
assignment or otherwise), and the due performance of the
obligations of the Lease on the Tenant's part to be performed or
observed, shall not in any way be discharged, released, or
impaired by any (i) agreement which modifies any of the rights or
obligations of the parties under the Lease, (ii) stipulation
which extends the term within which an obligation under the Lease
is to be performed, (iii) waiver of the performance of an
obligation required under the Lease, or (iv) failure to enforce
any of the obligations set forth in the Lease.
8. SUBORDINATION. The Sublease shall be subject and subordinate in
all respects to the Lease and to all renewals, modifications, and
extensions of the Lease. Sublessee's rights to use and enjoy the
Premises are based solely on the Sublease and Sublessee has no
other rights in and to the Subleased Premises. Landlord has no
obligation to Sublessee for the performance of any of the terms,
covenants, conditions, and agreements of the Sublessor under the
Sublease. Should Sublessor be in default under the Lease,
Landlord shall have the right, at its option, which include, but
are not limited to, termination of the Lease or the rights to
occupy and possess the Premises, or both. Unless Landlord elects
otherwise, if for any reason the Lease or the Sublessor's rights
to occupy or possess the Premises are terminated, the Sublease
shall also be terminated and Sublessee shall have no right,
title, or interest in and to the Subleased Premises, through the
Sublease or otherwise, and, accordingly, it shall vacate the
Subleased Premises upon request of the Landlord. If Landlord
elects that the Sublease shall survive the termination of the
Lease or termination of Sublessor's rights to occupy and posses
the Premises, Sublessee will attorn to the Landlord and continue
to perform its obligations under the Sublease as if the Lease or
Sublessor's rights to occupy and possess the Premises had not
been terminated the Sublease were a direct lease between Landlord
and Sublessee.
9. BENEFIT AND BINDING EFFECT. This Agreement shall be binding upon
and inure to the benefit of the parties to this Agreement, their
legal representatives, successors, and permitted assigns.
10. AMENDMENT. This Agreement may not be changed, modified or
discharged in whole or in part except by an agreement in writing
signed by all parties to this Agreement.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed this
Agreement as of the date first above stated.
-3-
WITNESSES: LANDLORD:
/S/ XXXXXXX X. XXXXXX HIGHWOODS REALTY LIMITED PARTNERSHIP
------------------------------------
XXXXXXX X. XXXXXX By:/S/ Xxxxxx Xxxxxxx
------------------------------------ ----------------------------------------
Print or Type Name
/S/ XXXXXXXXX X. XXXXX [CORPORATE SEAL]
------------------------------
XXXXXXXXX X. XXXXX
Print or Type Name
WITNESSES: SUBLESSOR:
FIDELITY MORTGAGE, INC.
------------------------------
By: /S/ Xxxx Xxxxxx
------------------------------ --------------------------------------
Print or Type Name
[CORPORATE SEAL]
------------------------------
Print or Type Name
WITNESSES: SUBLESSEE:
/S/ XXXXX XXXXXX XXXXXXXXX.XXX
------------------------------
By: /S/ XXXXXXX XXXXXX
XXXXX XXXXXX ----------------------------------------
------------------------------
Print or Type Name
_ [CORPORATE SEAL]
------------------------------
Print or Type Name
