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EXHIBIT 10.25
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (hereinafter the "Sublease") is made as of the
________ day of _____________________________, 1996, by and between MANOR CARE,
INC. (hereinafter "Sublandlord"), a Delaware corporation having offices at ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; and BOULEVARD MOTEL CORP.,
(hereinafter "Subtenant"), a Maryland corporation having offices at ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, Sublandlord is the successor lessee under that certain Ground
Lease dated October 29, 1963 by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, Trustees under an Indenture of and Declaration of Trust made by
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and Pikesville Motel Corporation, as previously amended from
time-to-time (the "Base Lease"), copies of which lease and amendments are
attached hereto as Exhibit "A", for that certain parcel of land more
particularly described on Exhibit "B" attached hereto and made a part hereof
(the "Premises" or "Leased Premises").
WHEREAS, Seller wishes to sublease, and Purchaser wishes to take and
sublease the Premises subject to the conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual covenants and provisions
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Sublease. Sublandlord has agreed to lease and does hereby demise and
lease unto Subtenant, and Subtenant has agreed to lease and take and does hereby
lease from Sublandlord, effective on the Term Commencement Date (hereinafter
defined) the Leased Premises to have and to hold all of the same unto Subtenant,
its successors and assigns, for the term, at the rentals, and upon the
conditions hereinabove and hereinafter set forth.
2. Consideration. In consideration for Sublandlord's subletting of the
Leased Premises to Subtenant, Subtenant shall pay to Sublandlord the sum of
__________________________ Dollars ($________________) (hereinafter the
"Purchase Price") to be paid as follows:
On the "Term Commencement Date" (hereinafter defined) Subtenant shall
pay to Sublandlord the Purchase Price in immediately available funds.
3. Term. The initial term of this Sublease (hereinafter the "Initial
Term"), shall commence on the date of this Sublease (hereinabove and hereinafter
the "Term Commencement Date") and shall terminate on the date within is one (1)
day before the expiration date of the Base Lease.
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4. Delivery of Possession. Sublandlord shall deliver possession of the
Leased Premises to Subtenant on the Term Commencement Date.
5. Utilities. Prior to the Term Commencement Date, Subtenant shall
contact all utility companies to transfer all utilities to Subtenant's account.
Subtenant shall assume the obligation for all utility payments from and after
the Term Commencement Date.
6. Rental. Subtenant covenants to pay as rent for the use and occupancy
of the Leased Premises the an amount equal to all rent, additional rent,
percentage rent, taxes, and all other sums due and payable by lessee under the
terms of the Base Lease. Such sum shall be paid, without offset, deduction,
notice or demand, to the Base Lease Landlord or to such other person or entity
as the Sublandlord may hereafter require. The Rent Commencement Date shall be
the same date as the Term Commencement Date. All sums due shall be paid on or
before the date due under the Base Lease.
Subtenant shall also pay as additional rent, any tax which is levied or
assessed against the rental, whether the same be called a rental tax, excise
tax, sales tax or otherwise, and shall reimburse Sublandlord for any such taxes
which Sublandlord is required to pay, or in fact pays, but Subtenant shall not
be required to pay or reimburse Sublandlord for payment of any part of
Sublandlord's general state or federal income taxes. Subtenant shall be
responsible for any and all other charges and expenses required to be paid by
the lessee under the Base Lease, including, but not limited to, tenant dues and
assessments, maintenance charges, fees for advertising and security services,
and utilities.
7. Interest on Past Due Rent. Any and all rent hereunder and other sums
that may be and become due and owing from Subtenant to Sublandlord hereunder
which is not paid when due shall bear interest thereafter at the lesser of
eighteen percent (18%) per annum or the highest contract rate permitted by law,
and Sublandlord shall be entitled to recover any costs incurred in collecting
any sums due hereunder, including reasonable attorneys' fees.
8. Effect of Base Lease. It is understood and agreed that this is a
sublease and subject and subordinate in all respects to the Base Lease. All
applicable terms and conditions of the Base Lease are incorporated into and made
a part of this Sublease as if Sublandlord were the lessor thereunder and
Subtenant were the lessee thereunder. Subtenant covenants that for and during
the term of this Sublease it will, in addition to any and all other requirements
of this Sublease and except to the extent otherwise specifically herein
provided, be bound by, and will assume and be responsible for the prompt and
faithful performance, or discharge of, each and every obligation, covenant, and
agreement which by the express terms and conditions of the Base Lease and any
other agreement pertaining to the Leased Premises are the responsibility of, or
binding upon, the lessee thereunder. Subtenant shall not commit or suffer any
act or omission that will violate any of the terms of the Base Lease.
Sublandlord shall have, as against Subtenant, all of the rights granted or
reserved in the Base Lease to the lessor thereunder. Subtenant shall be entitled
to exercise any and all rights and/or privileges granted to the lessee
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under the Base Lease (except any option to extend the term of the Base Lease and
except any rights as are personal to Sublandlord), and Sublandlord agrees to
assist and cooperate with Subtenant in exercising any such rights; it being
understood, however, that Sublandlord does not guarantee compliance with the
terms of the Base Lease by Base Lease Lessor and shall not be liable if the Base
Lease Lessor fails or refuses to performs its obligations. If the Base Lease is
terminated, this Sublease shall terminate simultaneously therewith.
9. Use. Subtenant's use of the Leased Premises shall be limited to
those uses permitted under the Base Lease. In conducting its business upon the
Leased Premises, Subtenant agrees to conform to all applicable lawful statutes,
rules, regulations, orders, and ordinances of duly constituted governmental
authority.
10. Surrender of Possession. Subtenant shall on or before the last day
of the term hereby granted or upon the sooner termination of this Sublease
peaceably and quietly leave, surrender, and yield up unto Sublandlord the Leased
Premises, free of subtenancies, broom clean, and in good order and condition,
reasonable wear and tear excepted.
11. Quiet Enjoyment. Sublandlord covenants and agrees that Subtenant,
upon paying all rentals and other charges provided for herein, and upon
observing and keeping all of the covenants, conditions, and provisions of this
Sublease on its part to be observed and kept, shall lawfully and quietly hold,
occupy, and enjoy the Leased Premises during the term hereof, without hindrance
or molestation by or from anyone claiming by, through or under Sublandlord,
subject to the terms of this Sublease, the Base Lease, and any applicable
ordinances, zoning laws, rules and regulations, mortgages, encumbrances,
covenants, restrictions, easements, or exception of title now or hereafter
affecting the Leased Premises or now or hereafter placed on the Leased Premises
by Sublandlord.
12. Condition of Leased Premises. Subtenant accepts the Leased Premises
in "AS IS" condition, it being hereby expressly understood that Sublandlord has
made no representations or warranties whatsoever with respect to such Leased
Premises and that Subtenant has inspected the same and is satisfied therewith.
During the term of this Sublease, Subtenant, at its sole cost and expense, shall
keep the Leased Premises and every part thereof, including all buildings at any
time situated thereon, in a clean condition and in good repair and shall
maintain the Leased Premises so that in all respects and at all times they fully
comply with all lawful health and police regulations. Sublandlord makes no
representations or warranties whatsoever as to the validity or enforceability of
the Base Lease as against the lessor thereunder.
13. Alterations and Additions. Subtenant may, to the extent the same is
authorized by and in compliance with the terms of the Base Lease, remodel the
buildings located upon the Leased Premises according to its needs. Any such
alterations or additions shall be erected and finished in a good and workmanlike
manner and in such manner as to comply in all respects with the rules and
regulations of any state, municipal, or other governmental authority having
jurisdiction thereover. Subtenant shall promptly pay for all such alterations
and additions, and
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shall discharge within thirty (30) days (or such shorter period as may be
provided under the Base Lease) any and all liens filed against the Leased
Premises arising out of such alterations or additions and shall indemnify,
defend, and hold Sublandlord harmless from any claims by any contractors,
subcontractors, materialmen or workers for any amounts granted by them in
connection therewith. Subtenant shall indemnify, defend, and hold Sublandlord
harmless from any and all loss, damage, liability, cost, or expense incurred by
reason of (i) any injury to any person or persons or property arising directly
or indirectly out of such alterations or additions, or (ii) Subtenant's
violation of any term of the Base Lease pertaining to alterations.
14. Insurance. Subtenant shall carry at its own cost and expense during
the entire term of this Sublease, in addition to any insurance required under
the terms of the Base Lease, the following:
a. Workers' Compensation with statutory limits and Employers' Liability
insurance with a minimum limit of $100,000 per accident and per occupational
disease;
b. Comprehensive General Liability insurance including contractual,
personal injury, fire legal, premises/operations, independent contractors,
products liability coverage and broad form property damage liability coverage
with a combined single limit of not less than Five Million Dollars
($5,000,000.00) per occurrence for bodily injury and property damage;
c. All Risk Property insurance coverage, including flood and
earthquake, insuring the Leased Premises and any contents of the Leased
Premises, which policy shall include a replacement cost endorsement (whereby the
insurer will be obligated to pay the full cost of repair or replacement) with
$300,000 minimum limits as to contents. The loss proceeds of this policy shall
be payable to Sublandlord, Subtenant, and the Base Lease Landlord as their
interests may appear. Such policy shall contain a provision that such policy
shall be primary and non-contributory with respect to any policies carried by
Sublandlord and that any coverage carried by Sublandlord shall be excess
insurance, and shall not be subject to any contribution of "other insurance
clauses" in Subtenant's policy;
d. Liquor Liability insurance with a minimum limit of Five Million
Dollars ($5,000,000) per occurrence; and,
e. Such additional amounts or types of insurance as Sublandlord may
from time to time reasonably require.
Any such policies shall be with insurers acceptable to Sublandlord and
policies shall include a provision for thirty (30) days' advance written notice
to Sublandlord in the event of any material change or cancellation of said
insurance. Prior to the commencement of the term hereof, Subtenant shall deliver
to Sublandlord a certificate of insurance showing such insurance (as well as any
other insurance required by the Base Lease) to be in effect and naming the Base
Lease Landlord, and Sublandlord, its parent and affiliated companies, their
respective officers, directors, employees and agents as additional insureds
thereon. Such insurance shall be provided by insurers acceptable to Sublandlord.
At all times thereafter Subtenant shall assure that Sublandlord has in its
possession current certificates of insurance evidencing that the coverages
required by this Article are in full force and effect. Renewals of such
certificates of insurance shall be delivered to Sublandlord within fifteen (15)
days of the expiration date of any policy
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shown on such certificate. Subtenant covenants and agrees not to do or permit
anything that would increase Sublandlord's insurance rates, conflict with fire
laws or regulations or with regulations or conditions of any insurance company,
or local, state, municipal or federal laws or regulations. If Subtenant's acts
or omissions cause Sublandlord's rates to increase, Subtenant shall be
responsible for the amount of such increase as additional rent.
15. Waiver of Recovery; Limitation of Liability. Subtenant hereby
agrees to waive its right of recovery against Sublandlord and Base Lease Lessor
for loss or damage to Subtenant's buildings, contents, equipment, improvements,
or other property whatsoever. It is the intent of this provision that Subtenant
shall rely solely on its own property insurance policies. If any of Subtenant's
property insurance policies require an endorsement to affect a waiver of
subrogation, Subtenant shall cause them to be so endorsed. This paragraph does
not apply to any act or omission performed by any officer, director, agent,
employee and/or servant of Sublandlord while such individual is on the Leased
Premises.
If Sublandlord, its employees, officers, directors or agents are
ordered to pay Subtenant a money judgment because of Sublandlord's default, then
Subtenant's sole remedy to satisfy the judgment shall be: (i) Landlord's
leasehold interest in the Base Lease Premises including the rental income and
proceeds from sale; and (ii) any insurance or condemnation proceeds received, if
any, because of damage or condemnation to, or of, the Base Lease Premises that
are available for use by Sublandlord.
16. Default.
a. If (i) Subtenant defaults in the payment of any installment of
rent, percentage rent, or additional rent due hereunder, and such default
continues for ten (10) days (or, if less, the cure period provided in the Base
Lease minus three (3) days) after written notice thereof to Subtenant (provided
that if Sublandlord has served two (2) or more notices of default and
opportunities to correct for the same, similar, or different defaults within any
twelve (12) month period, then no opportunity to correct need be given); or (ii)
Subtenant defaults in any of the covenants, agreements, conditions, or
undertakings herein contained to be kept, observed, and performed by Subtenant
other than the payment of rent or any part thereof when due, and such default
continues for thirty (30) days (or, if less, the cure period provided in the
Base Lease minus three (3) days) after written notice thereof to Subtenant
(provided that if Sublandlord has served two (2) or more notices of default and
opportunities to correct for the same, similar, or different defaults within any
twelve (12) month period, then no opportunity to correct need be given); or
(iii) proceedings in bankruptcy or for liquidation, reorganization, or
rearrangement of Subtenant's affairs are instituted by or against Subtenant and
if not dismissed within sixty (60) days; or (iv) a receiver or trustee is
appointed for all or substantially all of Subtenant's business or assets on the
grounds of Subtenant's insolvency; or (v) a trustee is appointed for Subtenant
after a petition has been filed for Subtenant's reorganization under the
Bankruptcy Act of the United States; or (vi) Subtenant makes an assignment for
the benefit of its creditors; or (vii) Subtenant vacates or abandons the Leased
Premises; or (viii) any other event occurs which is an event of default under
the terms of the Base Lease; then in any of the above events, Sublandlord,
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at its election, may declare the term of this Sublease ended and, to the extent
permitted by law, either with or without process of law, re-enter, expel,
remove, and put out Subtenant and all persons occupying the Leased Premises
under Subtenant, using such reasonable force as may be necessary in so doing,
and repossess and enjoy the Leased Premises. Such reentry and repossession shall
not work a forfeiture of the rents to be paid and the covenants to be performed
by Subtenant during the full term of this Sublease.
b. Upon termination of the Sublease by reason of the happening of any
of the events hereinabove described, or in the event of the termination of the
Sublease or right to possession or both, as the case may be, by summary
dispossession proceedings or under any provision of law now or at any time
hereafter in force, by reason of or based upon or arising out of a default under
or breach of the Sublease on the part of Subtenant, or upon Sublandlord
recovering possession of the Leased Premises under any of the foregoing
circumstances whatsoever, whether with or without legal proceedings, by reason
of or based upon or arising out of a default under or breach of the Sublease on
the part of Subtenant, Sublandlord may, at its option, at any time and from time
to time, relet the Leased Premises or any part or parts thereof for the account
of Subtenant or otherwise and receive and collect the rents therefor, applying
the same first to the payment of such expenses as Sublandlord may have incurred
in recovering possession of the Leased Premises, including (i) legal expenses
and attorneys' fees, (ii) expenses of putting the Leased Premises into good
order or condition or preparing or altering the same for re-rental, and (iii)
expenses, commissions, and charges paid, assumed, or incurred by Sublandlord in
and about the reletting of the Leased Premises, and then to the fulfillment of
the covenants of Subtenant hereunder. Any such reletting herein provided for may
be for the remainder of the Sublease term or for a longer or shorter period.
c. In any case of reletting and whether or not the Leased Premises or
any part thereof be relet, Subtenant shall pay to Sublandlord the rent and all
other charges required to be paid by Subtenant up to the time of such
termination of the Sublease, or of such recovery of possession of the Leased
Premises by Sublandlord, as the case may be; and thereafter Subtenant covenants
and agrees, if required by Sublandlord, to pay to Sublandlord until the end of
the Sublease term the equivalent of the amount of all the rent reserved herein
and all other charges required to be paid by Subtenant less the net proceeds of
reletting, if any, and the same shall be due and payable by Subtenant to
Sublandlord on each of the days rent payments are payable hereunder. In any of
the circumstances hereinabove mentioned in which Sublandlord shall have the
right to hold Subtenant liable, upon the several rent days herein specified, to
pay Sublandlord the equivalent of the amount of all the rent and all other
charges required to be paid by Subtenant less the net proceeds of reletting, if
any, Sublandlord shall have the option instead of holding Subtenant so liable,
forthwith to recover against Subtenant, as damages for the loss of the benefit
of its bargain and not as a penalty, an aggregate sum which, at the time of such
termination of the Sublease, or of such recovery of possession of the Leased
Premises by Sublandlord, as the case may be, represents the then present worth
of the excess, if any, of the aggregate of the rent and all other charges
payable by Subtenant hereunder that would have accrued for the balance of the
term over the aggregate rental value of the Leased Premises for the balance of
such term.
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d. Subtenant waives any right to trial by jury of any issue(s) in a
summary proceeding or any other suit, action, proceeding or counterclaim at any
time brought or instituted by or against the other with respect to or involving
the Leased Premises or any matter arising under or connected with this Sublease.
e. Sublandlord shall not be deemed to be in default under this Lease
unless and until Lessee has given written notice to Sublandlord of any such
default by Sublandlord and Sublandlord has failed to cure such default within
sixty (60) days after Lessor received notice thereof, provided, however, that if
the nature of Sublandlord's default is such that more than thirty (30) days are
reasonably required for a cure, then Sublandlord shall not be deemed to be in
default if Sublandlord commences such cure within the sixty (60) day period and
thereafter diligently prosecutes the cure to completion.
f. Any and all remedies available to Sublandlord under this Sublease:
(i) shall be in addition to any and all other remedies Sublandlord may have at
law or in equity, (ii) shall be in addition to any and all other remedies
Sublandlord may have under the terms of the Base Lease, (iii) shall be
cumulative, and (iv) may be pursued successively or concurrently as Sublandlord
may elect. The exercise or any remedy by Sublandlord shall not be deemed an
election of remedies or preclude Sublandlord from exercising any other remedies
in the future.
17. Sublandlord's Right to Cure. If Subtenant fails to perform any of
its obligations hereunder or required under the Base Lease to be performed by
the lessee thereunder, Sublandlord, at its option, may (but shall not be
required to) do the same or cause the same to be done. In addition to any and
all rights and remedies of Sublandlord, the cost incurred by Sublandlord in
connection with such performance by Sublandlord shall be additional rental due
from Subtenant to Sublandlord, together with interest thereon at the rate of the
lesser of eighteen percent (18%) per annum or the highest contract rate
permitted by law.
18. Sublandlord's Right to Inspect. Sublandlord and its agents shall
have access to the Leased Premises at all reasonable times for the purposes of
inspecting the Leased Premises upon reasonable notice to Subtenant.
19. Indemnification. If Sublandlord shall be subject to any claim,
demand, liability, cost, expense or penalty (including, but not limited to,
liability and/or claims of any kind for loss or damage to property or for any
injury to or death of any person) or become a party to any suit or claim by
reason of any act or omission by Subtenant, its employees or agents, or by
reason of Subtenant's use and/or occupancy of the Leased Premises, or by reason
of any act occurring in, on or about the Leased Premises, or by reason of any
act or omission or negligence with respect to Subtenant's operation of its
business, or by reason of a breach or default by Subtenant under the terms of
this Sublease, Subtenant shall indemnify and hold Sublandlord harmless against
all claims, liabilities, judgments, settlements, penalties, losses, damages and
expenses of any kind (including but not limited to reasonable attorneys' fees,
court costs, and other expenses of litigation or administrative proceedings)
incurred by or imposed upon Sublandlord in connection
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with such claim or litigation or administrative proceeding, and, at the election
of Sublandlord, Subtenant shall also defend Sublandlord, using an attorney
acceptable to Sublandlord.
Subtenant shall also pay all costs and expenses, including reasonable
attorneys' fees, which may be incurred by Sublandlord in enforcing any of the
covenants and agreements of this Sublease. All such costs, expenses, and
attorneys' fees shall, if paid by Sublandlord, together with any interest
thereon, be additional rent due on the next rent date after such payment or
payments.
20. Assignment and Subletting. Subtenant may not assign this Sublease
or sublet the Leased Premises or any part thereof, permit the sale or transfer
of its interest herein by legal process or otherwise, including the sale of
stock, or enter into an agreement for the management of its business upon the
Leased Premises without the prior written consent of Sublandlord which consent
shall not be unreasonably withheld (and of Base Lease Lessor to the extent
required under the terms of the Base Lease). Any consent to any assignment or
subletting shall not constitute a waiver of the necessity for such consent to
any subsequent assignment or subletting. Upon any assignment, such assignee
shall by an instrument in writing assume and agree to perform the terms hereof
and Subtenant shall promptly deliver a copy thereof to Sublandlord, and upon any
sublease, such subtenant shall acknowledge the existence of the Base Lease and
this Sublease and shall covenant not to do or permit to be done anything that
would constitute a breach thereof, and Subtenant shall promptly deliver a copy
of any such Sublease to Sublandlord.
21. Holding Over. Subtenant shall not hold over beyond the expiration
or sooner termination of the term hereof. If nevertheless there be any holding
over by Subtenant, such shall give rise to a tenancy at the sufferance of
Sublandlord upon the same conditions as are provided for herein but with a
monthly rental for the period of such holding over which is double the monthly
installment of rent last required to be paid by Subtenant during the Sublease
term, and interest thereon, as liquidated damages, and not as a penalty.
Sublandlord's acceptance of any rent after holding over begins shall not be
deemed to renew this Sublease nor shall this provision be deemed to be a waiver
of Sublandlord's rights of re-entry or any other right hereunder resulting from
Subtenant's breach of the covenant not to hold over or any other breach
hereunder. Subtenant shall indemnify and hold Sublandlord harmless from and
against any and all claims, losses, damages and suits arising out of such
holding over.
22. Waiver. The failure of either party to enforce any condition or
provision contained herein or in the Base Lease at any time shall not be
construed as a waiver of that condition or provision nor shall it operate as a
forfeiture of any right of future enforcement of any such condition or
provision.
23. Accord and Satisfaction. No payment by Subtenant or receipt by
Sublandlord of a lesser amount than the monthly rent herein stipulated shall be
deemed to be other than on account of the earliest stipulated rent, nor shall
any endorsement or statement on any check or any letter
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accompanying any check or payment as rent be deemed an accord and satisfaction.
Sublandlord may accept such check or payment without prejudice to Sublandlord's
right to recover the balance of such rent or pursue any other remedy provided
for herein.
24. Recording of Sublease. Upon the request of either party hereto, the
other party shall join in the execution of a memorandum of the Sublease for the
purpose of recordation. The party requesting execution of such a memorandum
shall bear all costs for recording the same.
25. Sale of Equipment. Sublandlord hereby agrees to sell and convey the
furniture, fixtures and equipment owned by Sublandlord and located in the Leased
Premises (hereinafter the "Equipment") to Subtenant on the Term Commencement
Date. Subtenant agrees to accept delivery of the Equipment at the Leased
Premises, whereon the Equipment is currently located, in "AS IS" condition as of
the Term Commencement Date, without warranty, express or implied, including,
without limitation, any warranties or representations of merchantability or
fitness for a particular purpose.
26. Termination. In the event that the Subtenant shall acquire good and
marketable title to the entire Leased Premises and become the lessor under the
Base Lease, then this Sublease shall terminate and be of no further force and
effect from an after the date Subtenant acquires title so long and Subtenant
shall terminate the Base Lease and relieve Sublandlord, it successor and assigns
of and from all liabilities and obligations whatsoever under the Base Lease.
27. Gender and Number. Words of any gender shall be held to include any
other gender and words in the singular number shall be held to include the
plural and vice versa, as the context may require.
28. Headings. Headings of the sections hereof are inserted for
convenience only and shall not constitute a part of this Sublease.
29. Notice. All notices required or permitted to be given hereunder
shall be in writing and sent by United States registered or certified mail,
postage prepaid, return receipt requested. Addressed to the parties at the
addresses first set forth above, or to such other address as the parties may
direct by notice given as hereinabove provided. Notice shall be deemed given
when received as evidenced by the return receipt or the date such notice is
first refused, if that be the case. All Notices received by the Sublandlord from
the Base Lease Lessor, or any governmental entities, concerning the subject
premises shall be forthwith delivered to the Subtenant by the Sublandlord.
30. Compliance. In addition to all its other obligations hereunder,
Subtenant shall comply, at its sole cost and expense, with all applicable laws,
rules, regulations and codes pertaining to the Premises or the subject matter of
this Sublease, including without limitation The
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Americans with Disabilities Act, and the Comprehensive Environmental Response
Compensation and Liability Act.
31. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior and contemporaneous
agreements and undertakings of the parties pertaining to the subject matter
hereof. This Agreement may not be modified except by a written instrument duly
executed by the party hereto against whom the modification is sought to be
enforced.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ATTEST: SUBLANDLORD:
MANOR CARE, INC.
BY: ______________________ BY:____________________________
__________________________ Title: ________________________
ATTEST: SUBTENANT:
BOULEVARD MOTEL CORP.
BY: ______________________ BY: ___________________________
__________________________ Title:_________________________
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