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14. Landlord's Consent. Sublessor and Sublessee each hereby agree that, <br />pursuant to the Primary Lease, Landlord must consent to this Sublease and the terms of <br />this Sublease. Accordingly, as a condition precedent to the effectiveness of this <br />Sublease, Landlord must execute and deliver to Sublessor a Landlord's Consent to <br />Sublease in form and substance substantially similar to that set forth on Exhibit A <br />attached hereto and made a part hereof for all purposes or such other consent <br />acceptable to Sublessor. In the event Sublessor fails to obtain the Landlord's Consent <br />to Sublease this Sublease will terminate and will be of no further force or effect, in which <br />event neither party will have any further rights or obligations hereunder, except as is <br />otherwise provided hereunder (including, for example, but without limitation, the <br />survival, notwithstanding such termination, of any indemnity obligations which by the <br />express terms of this Sublease survive the expiration or termination hereof). <br />15. Operations. Sublessee will conduct its business in the Premises during all <br />normal business hours continuously on all days without interruption for more than three <br />(3) consecutive days, exclusive of major holidays. <br />16. Miscellaneous Provisions. <br />A. Governing Law. The laws of the State of Texas will govern the <br />interpretation, validity, performance and enforcement of this Sublease. Venue for any <br />action under this Sublease is in Caldwell County, Texas and each party consents and <br />submits to personal jurisdiction consistent with this Section. Any final judgment entered <br />in an action brought hereunder will be conclusive and binding upon the parties hereto. <br />B. Parties Bound. This Sublease will be binding on and inure to the <br />benefit of each of the parties hereto and their respective permitted successors and <br />assigns. Except as provided in Paragraph 11, anything to the contrary set forth herein, it <br />is hereby agreed that Sublessor has the right to assign, transfer, pledge or otherwise <br />convey any interest of Sublessor in the Premises, the Primary Lease and /or this <br />Sublease, and Sublessee agrees that in the event of any such transfer, Sublessor will <br />automatically be released from all liability under this Sublease accruing from and after <br />the date of such transfer of interest by Sublessor, and Sublessee agrees to thereupon <br />look solely to the transferee for the performance of Sublessor's obligations hereunder <br />accruing from and after the date of such transfer of interest by Sublessor. Sublessee <br />will not assign, convey, mortgage, hypothecate or encumber this Sublease or any <br />interest herein or sub - sublease all or any part of the Premises. <br />C. Partial Invalidi . In case any one or more of the provisions <br />contained in this Sublease is for any reason be held to be invalid, illegal, or <br />unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect <br />any other provisions hereof and this Sublease will be construed as if such invalid, <br />illegal, or unenforceable provisions had never been included herein. <br />10 <br />1205992 <br />K <br />