SUBLEASEAGREEMENT

           THIS SUBLEASE AGREEMENT (“Sublease”), is made by and between RELIANCE LIFE SCIENCES, INC., a Delaware corporation having an address at 5 Caufield Place, Suite 101, Newtown, Pennsylvania 18940 (“Sublandlord”) and PATIENT SAFETY TECHNOLOGIES, INC., a Delaware corporation having an address at 43460 Ridge Park Drive, Suite 140, Temecula, CA 92590 (“Subtenant”).

           WHEREAS, Sublandlord’s predecessor in interest, Ramtech Holdings Inc., entered into that certain Lease Agreement dated February 5, 2007 (“Main Lease”) with Community Association Realty, Inc., a predecessor in interest to the current landlord, Cricklewood Realty Investments, LP (together with its successors and assigns hereinafter referred to as “Master Landlord”).  A copy of the Main Lease, as amended or otherwise modified, is attached to this Sublease as Exhibit A; and

           WHEREAS, Sublandlord desires to sublease to Subtenant, and Subtenant desires to sublease from Sublandlord, the premises leased by Sublandlord pursuant to the Main Lease consisting of approximately 5,670 square feet located on the first floor of the office building located a 5 Caufield Place, Newtown, PA, 18940 and known as Suite 102 (the “Sublease Premises”) upon the terms and conditions set forth in this Sublease; and

           WHEREAS, the Main Lease requires the consent of Master Landlord to this Sublease.

           NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sublandlord and Subtenant agree as follows:

1. Sublease Premises. Subject to the terms hereof, Sublandlord hereby subleases to Subtenant, and Subtenant hereby accepts and leases from Sublandlord, the approximately 5,670 square feet located on the first floor of the office building located at 5 Caufield Place, Newtown, PA, 18940 and known as Suite 102 (the “Sublease Premises”), which Sublease Premises are more specifically shown on the attached Exhibit “B”.  Subtenant has inspected the Sublease Premises, is familiar with the condition of same and accepts the Sublease Premises in its present “AS-IS” condition. Subtenant acknowledges that Sublandlord is not obligated to make any improvements or do any construction with respect to the Sublease Premises.  Subtenant further acknowledges that Sublandlord will not be obligated to perform any repairs or maintenance with respect to the Sublease Premises during the Sublease Term (as hereinafter defined).

2. Sublease Term.  The term of this Sublease (the “Sublease Term”) shall commence on the date (the “Sublease Commencement Date”) which is the later to occur of: (i) January 1, 2010 or (ii) the date Sublandlord and Subtenant receive Master Landlord’s written consent to this Sublease, and shall expire on April 30, 2013, unless terminated earlier in accordance with the provisions hereof.  Upon the expiration or earlier termination of this Sublease, Subtenant shal immediately surrender possession of the Sublease Premise vacant, in good order and repair, normal reasonable wear and tear and damage due to any casualty for which Subtenant is not responsible to repair excepted, and as otherwise required by the terms of the Main Lease.

 

 

3. Use.  The Sublease Premises shall be used for general business office purposes and for no other use whatsoever.  Subtenant shall comply with all laws, ordinances, rules and regulations governing such use, whether the same are issued by any governmental or quasi-governmental agency, including the for the health, safety or well-being of the tenants in the Building.

4. Rent.  Subtenant shall pay to Sublandlord base rent (“Base Rent”) in the amount of $11,576.25 per month for each month of the Sublease Term on or before the first of each month in advance.  Base Rent shall be prorated for the first month of the Sublease Term if the actual Sublease Commencement Date does not occur on the first day of a month.  The Base Rent set forth above includes: (a) all Landlord’s Operating Expenses (as defined in the Main Lease), including but not limited to Landlord’s expenses to operate, service, and maintain the systems of the Building, the common areas of the Building, and the grounds, including such items as common area and landscaping maintenance, snow removal, insurance, waste removal and property management fees, but specifically excludes any increase in Landlord’s Operating Expenses which are attributable to: (i) Subtenant’s breach of this Sublease or the terms of the Master Lease as incorporated herein; (ii) any special or disproportionate use or manner of use of the Premises, the Building or the Sublease Premises by Subtenant; or (iii) any special or unique activities conducted in or about the Premises, the Building or the Sublease Premises by Subtenant or on behalf of Subtenant; or (iv) the negligence or omissions or intentional acts of Subtenant or any of Subtenant’s agents, employees, contractors, subcontractors, invitees, licensees, representatives, guests, officers, directors and partners, including without limitation, any other person or entity hired by Subtenant to perform services or deliver goods or materials (collectively, “Subtenant’s Agents”); or (v) any violation by Subtenant or any of Subtenant’s Agents of any rule or regulation established by Master Landlord with respect to the Premises, the Building or the Sublease Premises pursuant to the terms of the Main Lease; or (vi) any violation by Subtenant, or any of Subtenant’s Agents of any requirements of the Planned Community Association (as such term is defined in Main Lease Section 1.(i)), including but not limited to fines imposed for violations of any declaration or rules and regulations, as well as costs of repair  or replacement of damaged, destroyed or removed common elements or common element improvements on the Land or Premises; or (vii) any special assessments, allocations, budget amendments; adjustments or increases made by the Planned Community Association to or for common expenses, expenses, costs, fees, fines, late charges, interest, taxes, assessments, dues, legal fees or other charges which are allocable or chargeable to the Building or the owner of the Building or (viii) all increases in Taxes and/or all assessments or impositions levied or assessed against or imposed upon the Premises, the Building or the Sublease Premises or any part thereof which are attributable to additions or improvements in, on or about the Sublease Premises made by or on behalf of Subtenant or which in whole or in part belong to Subtenant; and (b) Taxes (as such term is defined in the Main Lease).  The Base Rent set forth above shall not include any of the following items for which the Subtenant will be responsible for paying at all times during the Sublease Term: (a) electric service, gas, or any other utility service to the Sublease Premises or electric service, gas, or any other utility service to the HVAC or any other systems of the Building that serve the Sublease Premises; (b) janitorial cleaning of the Sublease Premises and removal off-site of any special waste or an waste other than standard office waste; (c) telephone, cable, internet, telecommunications, security, and other similar services; and (d) any other costs, fees, or expenses not included in Landlord’s Operating Expenses.

 

 

           Subtenant shall pay to Sublandlord all other amounts billed by Master Landlord to Sublandlord pursuant to the Main Lease with the next installment of Base Rent.  Sublandlord agrees to provide copies to Subtenant of invoices provided to Sublandlord containing the amount owed.  Subtenant and Sublandlord agree that upon written notification from Master Landlord, Subtenant shall pay such amounts directly to Master Landlord.  Subtenant’s obligation for the payment of all sums owed to Sublandlord under this Sublease shall survive the expiration or termination of this Sublease or the Main Lease.

5. Defaults. The following events shall constitute events of default hereunder:

(a) If Subtenant shall (i) default in making payment when due of any Base Rent or other amount payable by Subtenant hereunder and such default shall continue for five (5) days after the payment due date; or (ii) fail to execute any estoppel certificate or subordination document within the timeframes set forth herein; or (iii) default in the observance or performance of any provision of this Sublease other than those provisions covered by clauses (i) and (ii) of this Section 5(a) and such default shall continue for ten (10) days after Sublandlord shall have given notice to Subtenant specifying such default.  If any such default covered by clause (iii) of this Section 5(a) cannot be wholly cured with due diligence within such period of ten (10) days after Sublandlord’s notice, Subtenant shall have such longer period as shall be reasonable necessary to cure the default, so long as Subtenant proceeds promptly to cure the same within such ten (10) day period, prosecutes the cure to completion with due diligence and advises Sublandlord from time to time, upon Sublandlord’s request, of the actions that Subtenant is taking and the progress being made; provided, further, in no event shall Subtenant have more than thirty (30) days to effect such cure; or

(b) if Subtenant shall file a petition in bankruptcy pursuant to the Bankruptcy Act or under any similar federal or state law, or shall be adjudicated a bankrupt or become insolvent, or shall commit any act of bankruptcy as defined in any such law, or shall take any action in furtherance of any of the foregoing; or

(c) if a petition or answer shall be filed proposing the adjudication of Subtenant as a bankrupt pursuant to the Bankruptcy Act or any similar federal or state law, and (i) Subtenant shall consent to the filing thereof, or (ii) such petition or answer shall not be discharged or denied within forty-five (45) days after the filing thereof; or

(d) if a receiver, trustee or liquidator (or other similar official) of Subtenant or of all or substantially all of its business or assets or of the estate or interest of Subtenant in the Sublease Premises shall be appointed and shall not be discharged within thirty (30) days thereafter or if Subtenant shall consent to or acquiesce in such appointment; or

(e) if the estate or interest of Subtenant in the Sublease Premises shall be levied upon or attached in any proceeding and such process shall not be vacated or discharged within forty-five (45) days after such levy or attachment; or

(f) if Subtenant assigns this Sublease or sublets all or any portion of the Sublease Premises without complying with all the provisions of this Sublease or the Main Lease; or

 

 

(g) if Subtenant shall refuse or otherwise fail to execute and deliver to Sublandlord an estoppel certificate within five (5) days after notice from Sublandlord requesting such estoppel certificate.  Refusal or failure to execute and deliver requested estoppel certificate shall be an Event of Default hereunder immediately upon expiration of the five (5) day notice, and the notice and cure provisions contained in Section 5(a)(ii) do not apply in the case of Subtenant’s refusal or failure to execute and deliver the estoppel certificate.

6. Parking.  During the term, Subtenant shall have the right to use all of the twenty eight (28) unreserved parking spaces which the Main Lease grants Sublandlord the right to use, at no cost to Subtenant.  Sublandlord’s use of such spaces shall be subject to the terms and conditions of the Main Lease.

7. Signage.  Subject to the terms and conditions of the Main Lease, Subtenant shall have the right to be named on the identification sign in the first floor lobby at or near the entrance to the Sublease Premises and to be identified on the existing lawn-mounted sign near the entrance of the building.  Any costs incurred in connection with Subtenant’s signage shall be borne by Subtenant.  All signage must comply with the terms of the Main Lease.

8. Assumption of Obligations.  The Main Lease is hereby incorporated in this Sublease by reference and shall apply as though set forth at length in this Sublease, with, where applicable, “Sublandlord” being substituted for “Landlord” and “Subtenant” being substituted for “Tenant”.  Subtenant shall comply with all of the provisions of the Main Lease which are to be observed or performed during the Sublease Term by the Sublandlord as tenant thereunder.  Between Sublandlord and Subtenant, Sublandlord shall have all of the rights, privileges and remedies accorded Master Landlord in the Main Lease and Subtenant shall have with respect to the Sublease Premises all of the rights, privileges, remedies and duties accorded tenant in the Main Lease, subject to paragraph 9 below.  Notwithstanding the foregoing, the following provisions of the Main Lease shall be deleted in their entirety from this Sublease: Paragraphs 2.2, 2.3, 2.4, 2.5, 3.1, 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 9.2,   13.1, 14.1, 14.2, 14.3, 14.4, 14.5, 14.6, 14.7, 14.10, 14.11, 14.12, 17.1, 21.1, 21.2, 21.3, 22.2, 24, 25, 27.1, 27.2, 28.4, 28.5 and Exhibit B.  In the event of any conflict between the terms of this Sublease and the Main Lease, this Sublease shall control the relationship between Sublandlord and Subtenant.  Sublandlord and Subtenant agree that all services to be provided by, and all obligations of, Master Landlord under the Main Lease remain the obligations of Master Landlord and the only obligation of Sublandlord to Subtenant with respect thereto under this Sublease is to use commercially reasonable efforts, after receipt of written notice from Subtenant and at Subtenant’s sole cost and expense, to cause Master Landlord to perform its obligations thereunder.  Sublandlord shall not be liable to Subtenant for the failure to perform any of Master Landlord’s obligations under the Main Lease, or for Master Landlord’s failure to perform such obligations.  Sublandlord does assign to Subtenant Sublandlord’s rights to enforce Master Landlord’s obligations under the Main Lease, and will make commercially reasonable efforts, after receipt of written notice from Subtenant and at Subtenant’s sole cost and expense, and to cooperate with Subtenant in enforcing the same.

9. No Enlargement of Rights.  To the extent Sublandlord is granted in the Main Lease or otherwise any rights to extend the term of the Main Lease or to expand the Sublease Premises pursuant to a renewal option, expansion option, right of first refusal or otherwise, the same are not included in this Sublease and do not pass to Subtenant and shall remain the right of Sublandlord.

 

 

10.  Subordination and Attornment.  This Sublease and all of Subtenant’s rights hereunder are and shall remain in all respects subject and subordinate to: (i) all of the terms, conditions and provisions of the Main Lease (as same may be modified or amended); and (ii) any and all matters to which the tenancy of Sublandlord, as tenant under the Main Lease, is or may be subordinate.  The foregoing provisions shall be self-operative and no further instrument of subordination shall be necessary to effectuate such provisions.  In the event Subtenant, Master Landlord or any lender or ground lessor desires a confirmation of the foregoing subordination, Subtenant agrees to execute a subordination document within five (5) business days of receipt of written request for same.    In the event of a cancellation or termination of the Main Lease prior to the expiration date thereof and prior to the expiration date of this Sublease, or in the event of the surrender, whether voluntary, involuntary or by operation of law, of the Main Lease, Subtenant shall, at the option of Master Landlord, make full and complete attornment to Master Landlord for the balance of the Sublease Term upon the terms and conditions of the Sublease.  Sublandlord covenants not to voluntarily terminate the Main Lease or to agree to any modification to same that would materially affect Subtenant’s rights hereunder or increase Subtenant’s monetary obligations.  To the extent of any conflict between the terms of this Sublease and the terms of the Main Lease, Master Landlord shall be bound only to extent of the terms of the Main Lease.

11.  Estoppel Certificates.  Subtenant will at any time and from time to time upon not less than five (5) business days’ prior notice from Sublandlord execute, acknowledge and deliver to Sublandlord a statement certifying that this Sublease is unmodified and in full force and effect or if there have been modifications, stating such modifications, and the dates to which Base Rent and all other amounts payable hereunder have been paid and whether same has been paid in advance, and stating that Subtenant is not in default of its obligations hereunder and whether or not to the best knowledge of the signer of such certificate if Sublandlord is in default of its obligations hereunder and, if so, specifying such default.  It is intended that any such statement may be relied upon by Master Landlord, Sublandlord, or any prospective purchaser or lender of either.

12. Insurance.  During the Sublease Term, Subtenant shall, at its own cost and expense, for the benefit and protection of Subtenant, Sublandlord and Master Landlord, maintain the insurance required by the Main Lease in accordance with the terms and provisions of the Main Lease and naming Master Landlord, Sublandlord  and any mortgagee holding a lien on the Building as additional insureds.

13. Limitation of Liability.  Notwithstanding any provisions of the Main Lease or this Sublease to the contrary, neither Master Landlord nor Sublandlord nor their officers, directors, employees, or agents shall be liable to Subtenant, or any of its agents, employees, servants, or invitees, for any damage to persons or property due to the condition or design or any defect in the Building or mechanical systems, which may exist or subsequently occur; and Subtenant with respect to itself and its agents, employees, servants, and invitees, hereby expressly assumes all risk and damage to persons and property, either proximate or remote, by reason of the present or future condition of the Sublease Premises or the Building.  Additionally, Sublandlord and Subtenant each hereby waive any and all rights or recovery, claim, action or cross action, against the other and against Master Landlord, its agents, directors, officers, and employees, for loss or damage that may occur to the Sublease Premises, or any improvements therein, or the Building, or any personal property of such party therein, by reason of any cause other than the gross negligence or willful misconduct of the parties.

 

 

14. Holdover.  If Subtenant should holdover at the Sublease Premises after the expiration of the Sublease Term or after the earlier termination of the Main Lease or this Sublease, such holdover shall not extend or renew the term of this Sublease, Subtenant shall be deemed a tenant at sufferance and the amount to be charged by the Sublandlord to the Subtenant for the period of holdover shall be one hundred fifty percent (150%) of Base Rent and all other amounts payable hereunder.  Subtenant shall indemnify, defend and hold Sublandlord harmless from and against any and all claims, losses, damages or expenses incurred by Sublandlord as a result of Subtenant’s holding over.  , including without limitation any amounts charged to Sublandlord by Master Landlord.  Nothing contained in this Sublease shall be construed as consent by Sublandlord to the occupancy or possession by Subtenant of the Subleased Premises beyond the expiration or earlier termination of the Sublease Term, and Sublandlord, upon the expiration or earlier termination of the Sublease Term, shall be entitled to the benefit of all legal remedies that now may be in force or may be hereafter enacted relating to the immediate repossession of the Subleased Premises.  The provisions of this Section 14 (including without limitation Subtenant’s indemnification obligations) shall survive the expiration or sooner termination of this Sublease.

15. Assignment and Subletting.  Subtenant shall not sell or assign any portion or all of this Sublease or resublet the Sublease Premises, in whole or in part, without obtaining the express prior written consent of Sublandlord (which consent shall not be unreasonably withheld, conditioned or delayed) and Master Landlord in each instance.  Further, this Sublease shall not be assigned by operation of law.  Any such attempted sublease or assignment without the prior written consent of Sublandlord and Master Landlord shall be null and void and of no force or effect.  If Sublandlord and Master Landlord give their consent to any sublease or assignment of this Sublease or of any interest in this Sublease, neither shall thereby be barred from later refusing to consent to any further sublease or assignment.  Any assignment or sublease must comply with the terms and provisions of the Main Lease and Master Landlord shall have all the rights reserved to Master Landlord as set forth in the Lease. Each of the following events shall be deemed to constitute and assignment of this Sublease and shall require the prior written consent of Master Landlord and Sublandlord: (a) any assignment or transfer by operation of law; (b) any involuntary assignment or transfer of this Lease in connection with bankruptcy, insolvency, receivership, or similar proceeding; or (c) any assignment or sublease to another person or entity to which substantially all of Subtenant’s assets are transferred; or (d) any assignment, transfer, disposition, sale or issuance of an interest or interests in Subtenant (whether stock, partnership interest or otherwise) to any person or entity, whether in a single transaction or in a series of related or unrelated transactions, which results in such person or entity holding a controlling interest in Subtenant.  For purposes of this section 15, a “controlling interest” of Subtenant shall mean 50% or more of the aggregate issued and outstanding equitable interests (whether stock, partnership interests or otherwise) of Subtenant or the ability to direct the affairs of Subtenant.  For purposes of this Sublease, Section 14.7 of the Main Lease shall not be incorporated herein.  Subtenant shall reimburse Sublandlord for all fees, costs and expenses (including reasonable attorneys’ fees) charged to Sublandlord by Master Landlord in connection with any proposed assignment of this Sublease or any sublease of the Subleased Premises or for any other work or thing done in the Subleased Premises by Subtenant as well as any fees, costs and expenses (including reasonable attorneys’ fees) incurred by Sublandlord in connection with any of the foregoing.  Any assignment of the Sublease by Subtenant or sublease of the Subleased Premises shall not relieve Subtenant of its obligations hereunder.  

16.  Alterations.  Subtenant shall have no right to make any additions, alterations or changes to the Sublease Premises without the express prior written consent of (i) Sublandlord in each instance, which consent shall not be unreasonably withheld or delayed and (ii) Master Landlord, as required under the Main Lease.  All work shall be carried out in accordance with the terms of the Main Lease, the terms of which are incorporated herein by reference.

17.  Indemnification.  Except to the extent arising from the gross negligence or willful misconduct of Sublandlord or its directors, employees and authorized agents, Subtenant hereby indemnifies, and shall pay, defend, protect and hold Sublandlord harmless from and against all liabilities, losses, claims, suits, demands, costs, expenses (including reasonable attorneys’ fees and the costs of enforcing this indemnity) arising, or alleged to arise, from or in connection with: (a) any injury to, or death of, any person or loss or damage to property on or about the Sublease Premises arising from or connected with the possession, use, occupation, management or maintenance of the Sublease Premises; (b) any violation of this Sublease (including the terms of the Main Lease which are incorporated herein) or of any legal or insurance requirement; (c) any violation of any requirement of any Planned Community Association; or (d) any act or omission of Subtenant or Subtenant’s agent. Subtenant will resist and defend any action, suit or proceeding brought against Sublandlord by reason of any such occurrence by independent counsel selected by Subtenant and reasonably acceptable to Sublandlord.  The obligations of Subtenant under this Section 17 shall survive the expiration or termination of this Sublease.

18.  Casualty.  If the Sublease Premises or the Building are damaged or destroyed by fire or other casualty, Sublandlord shall have no obligation to rebuild or restore the Sublease Premises, and no liability whatsoever for loss of this Sublease should Master Landlord elect not to rebuild or restore the Sublease Premises or any part of the Building, or for loss of life, or injury to persons or property or for lost profits.  The rebuilding or restoration of the Sublease Premises and any abatement of rent, if any, shall be determined in accordance with the terms and provisions of the Main Lease.

19.  Eminent Domain.  In the event that the Main Lease is terminated pursuant to the terms of Article 16 of the Main Lease, the Sublease Term shall terminate at the time that the Main Lease terminates.

20. Master Landlord’s Consent.  This Sublease is subject to the prior written consent of Master Landlord and will not be effective until such consent is received.

21. No Default.  Sublandlord represents and warrants to Subtenant that Sublandlord is not in monetary default under the Main Lease and has no knowledge that any non-monetary default thereunder exists.

22. Brokerage.  Both parties represent and warrant that neither it nor its officers or agents nor anyone on its behalf has dealt with any real estate broker in the negotiation or making of this Sublease other than Princeton Real Estate Group, LLC, doing business as Henderson Sotheby’s International Realty.  Both parties agrees to indemnify and hold the other harmless from the claims or claims of any other broker or brokers claiming to have shown or interested Subtenant in the Sublease Premises or claiming to have caused Subtenant to enter into this Sublease.

 

 

23.  Security Deposit:  Upon execution of this Sublease, Subtenant shall pay to Sublandlord the amount of $23,152.20 (the “Security Deposit”) as security for Subtenant’s performance of all of Subtenant’s covenants and obligations under this Sublease; provided, however, that the Security Deposit is not an advance rent deposit or an advance payment of any other kind, nor a measure of Sublandlord’s damages upon Subtenant’s default.  Sublandlord shall not be required to segregate the Security Deposit from its other funds and no interest shall accrue or be payable to Subtenant with respect thereto.  Sublandlord may (but shall not be required to) use the Security Deposit or any portion thereof to cure any event of default or to compensate Sublandlord for any damage Sublandlord incurs as a result of Subtenant’s failure to perform any of its covenants or obligations hereunder, it being understood that any use of the Security Deposit shall not constitute a bar or defense to any of Sublandlord’s remedies under this Sublease or at law.  In such event and upon written notice from Sublandlord to Subtenant specifying the amount of the Security Deposit so utilized by Sublandlord and the particular purpose for which such amount was applied, Subtenant shall immediately deposit with Sublandlord an amount sufficient to return the Security Deposit to an amount equal to the amount required hereunder.  Subtenant’s failure to make such payment to Sublandlord within ten (10) Business Days of Sublandlord’s notice shall constitute an immediate event of default.  If Subtenant is not in default at the expiration or termination of this Lease, Sublandlord shall return to Subtenant the Security Deposit or the balance thereof then held by Sublandlord; provided, however, that in no event shall any such return be construed as an admission by Sublandlord that Subtenant has performed all of its covenants and obligations hereunder.

24.  Notices.  Any notice required or permitted to be given hereunder by one party to the other shall be deemed to be given when personally delivered or mailed, postage prepaid by certified, registered or overnight mail, addressed to the respective party to whom notice is intended to be given at the following address:

If to Sublandlord;

Reliance Life Sciences, Inc.

5 Caufield Place

Suite 101

Newtown, PA 18940

With a copy to:

Drinker Biddle & Reath LLP

105 College Road East

Princeton, New Jersey 08542

Attention: James E. Jeffers, Esq.

If to Subtenant;

Patient Safety Technologies, Inc.

4360 Ridge Park Drive

Suite 140

Temecula, CA 92590

Attn: Marc Rose, CFO

With a copy to:

Reed Smith LLP

101 Second Street

Suite 1800

San Francisco, CA 94105

Attention: Donald C. Reinke, Esq.

 

 

25. Personal Property.  Subtenant shall have the right at any time during the Sublease Term to remove any of its personal property or trade fixtures from the Sublease Premises and Sublandlord waives any right to any security interest in the same.  Any personal property or trade fixtures left in the Sublease Premises after the expiration or earlier termination of the Sublease Term shall be deemed abandoned and may be disposed of by Sublandlord in its sole and absolute discretion.  Any costs or damages incurred by Sublandlord in the removal or storage of such property shall be reimbursed by Subtenant immediately upon demand.  Subtenant’s obligations pursuant to this Section 25 shall survive the expiration or sooner termination of this Sublease.

26. Permits, Etc.  At all times during the Sublease Term, Subtenant shall maintain all permits, licenses and authorizations required in connection with Subtenant’s business at the Subleased Premises or any work performed by or on behalf of Subtenant.  Subtenant shall deliver a copy of same to Sublandlord upon request.

27.  Planned Community Association.  Subtenant hereby consent to the conversion of the ownership of the Land into a Planned Community Association and agrees to execute and deliver within five (5) business days of request any and all documents requested by Master Landlord to be executed with respect to the formation of the Planned Community Association.

28.  Miscellaneous.  Except as otherwise expressly set forth herein, all defined terms contained herein shall have the same meanings given to such terms in the Main Lease.  This Sublease shall be governed by the laws of the State of Pennsylvania, and in the event any legal action is filed to enforce this Sublease, the prevailing party shall be entitled to recover reasonable attorney’s fees, court costs, and other expenses incidental and necessary to the enforcement of the Sublease.  Time is of the essence with respect to each party’s performance of its obligations hereunder.  This Sublease represents the entire agreement between the parties and may not be modified or amended unless in writing and signed by the party to be bound thereby.  The headings used herein are for ease of reference only and do not define or limit any of the provisions of this Sublease.  This Sublease may be executed in one or more counterparts, and when taken together shall constitute one and the same.

 

 

IN WITNESS WHEREOF, the parties have executed this Sublease as of the date first above written.

 

Exhibit “A” –  Main Lease

Exhibit “B” –  Sublease Premises

Master Landlord hereby consents to the foregoing Sublease.  Such consent does not release Sublandlord of any liability under the Main Lease or modify Sublandlord’s obligations under the Main Lease, nor shall such consent be deemed to modify the rights or obligations of Master Landlord under the Main Lease.

 

		CRICKLEWOOD REALTY INVESTMENTS, LP
WITNESS:
		By:_______________________________
____________________________
		Name (print):________________________
		Title (print):_________________________