LEASE INDENTURE
This Lease is made effective as of the 26th day of February, 2003 and
is by and between XXXXXX X. XXXXX, XX., TRUSTEE OF HD REALTY TRUST - 1993, under
Declaration of Trust dated January 14, 1994 and recorded with the Essex South
District Registry of Deeds in Book 12245, Page 562, with a mailing address of
Xxx Xxxxxxxxxx Xxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter referred to as
the "Landlord" which expression shall mean and include his successors and
assigns wherever the context permits), and TITAN PCB EAST, INC., a Delaware
corporation with a mailing address of 0000 Xxxxxx Xxxxxx, Xxxxx Xxxxx,
Xxxxxxxxxx 00000 (hereinafter referred to as the "Tenant" which expression shall
include its successors and assigns wherever the context permits).
W I T N E S S E T H:
SECTION ONE
DEMISED PREMISES
1.1 Description. Landlord hereby leases to Tenant the land owned by
Landlord at One and Xxx Xxxxxxxxxx Xxx, Xxxxxxxx, Xxxxxxxxxxxxx, being the land
described on Exhibit A attached hereto and made a part hereof, together with all
buildings and improvements thereon (said land and all such buildings and
improvements, whether presently existing or hereafter constructed hereinafter
collectively referred to as the "demised premises").
1.2 Rights and Encumbrances. The demised premises are leased to Tenant
together with all rights and appurtenances to the demised premises including the
parking areas, driveways and walkways serving the demised premises, and are
subject to all rights, mortgages, easements, restrictions, covenants and other
matters of record, and all laws, regulations, rules, orders ordinances and the
like imposed by any governmental authority or legal subdivision having
jurisdiction over the demised premises or Tenant's activities thereon.
1.3 Possession. Tenant has inspected the demised premises and all of
the fixtures and equipment therein, and accepts the demised premises and all
such furnishings, fixtures and equipment in the same "AS IS" condition as they
presently are in. Landlord shall have no obligation to prepare, construct,
renovate or repair any portion of the demised premises for Tenant's occupancy,
or otherwise bear any cost with respect thereto.
SECTION TWO
COVENANT OF QUIET ENJOYMENT
2.1 Quiet Enjoyment. Landlord covenants that Tenant on paying the rent
and performing and observing Tenant's obligations in this Lease, shall
peacefully and quietly have, hold and enjoy the demised premises free of lawful
claims made by, through or under Landlord, subject to all the terms and
provisions hereof, and subject to mortgages, rights, easements, restrictions,
covenants and other matters of record.
SECTION THREE
TERM
3.1 Term. Tenant shall have and hold the demised premises for a term of
one (1) years (unless sooner terminated as herein provided) commencing on the
date of this Lease and terminating on February 28, 2004.
SECTION FOUR
SUBORDINATION
4.1 Subordination. This Lease, and the rights of Tenant hereunder, are
subject and subordinate to any mortgage now or hereafter placed upon the demised
premises or any part thereof by Landlord (a "Mortgage"). Unless the holder of
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any such Mortgage (a "Mortgagee") elects to the contrary, such subordination
shall be automatic, without the execution of any further subordination agreement
by Tenant. At the request of Landlord, Tenant shall join in a subordination
agreement requested by any Mortgagee, which shall provide for the subordination
of this Lease, in whole or in part, to the Mortgage in question, or vice versa,
in accordance with the request of such Mortgagee. If any Mortgagee shall succeed
to the interest of Landlord, Tenant will pay to Mortgagee all rents subsequently
payable under this Lease, and, at Mortgagee's election, Tenant shall attorn to
such successor Mortgagee and shall ipso facto be and become bound directly to
such Mortgagee as landlord to perform and observe all of the Tenant's
obligations under this Lease without the necessity of the execution of any
further instrument.
SECTION FIVE
RENT
5.1 Minimum Monthly Rent. Tenant covenants to pay by check in lawful
currency of the United States a minimum monthly rent during the term of this
Lease on the first day of each month as set forth below:
$17,500.00 per month for a total of $210,000.00 for one year;
Tenant shall pay the first month's rent upon execution of this Lease.
Landlord and Tenant agree that no amount of minimum monthly rent shall be due or
payable on account of the period from February 26, 2003 through February 28,
2003. Tenant's obligation to make monthly payments of minimum rent shall
commence to accrue as of March 1, 2003. Notwithstanding any provision of this
Lease to the contrary, Tenant, at Tenant's sole option, may make payments of
minimum monthly rent directly to the holder or holders of a mortgage on the
demised premises. Landlord agrees upon the request of Tenant to provide Tenant
with all information necessary to make payments to any mortgagees.
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5.2 Additional Rent. Tenant further covenants to pay, as additional
rent, all real estate taxes, assessments, insurance premiums, repair and
maintenance costs, charges, water and sewer charges and all other utilities, and
other amounts required under any provision of this Lease, and, in the event of
failure by Tenant to pay any of the same, Landlord shall have all the rights and
remedies provided for in this Lease and by law in the case of nonpayment of
rent.
5.3 Payment of Rent. Tenant covenants that during the term hereof and
for such further time as Tenant or any other person or persons claiming by or
under Tenant shall hold the demised premises or any part thereof, Tenant will
pay the minimum monthly rent and the additional rent to Landlord at its address
as specified in Section Thirteen without demand at the times specified herein,
and without offset or deduction of any kind.
5.4 Net Lease. It is intended and agreed that the minimum rent shall be
absolutely net to Landlord and shall be paid without any abatement, deduction,
or setoff. Except as otherwise specifically set forth herein, Tenant agrees to
pay as additional rent, and shall save Landlord harmless from and against all
costs, real estate taxes, insurance premiums, water and sewer and all other
utility charges, maintenance and repair costs, and expenses and obligations of
every kind and nature whatsoever relating to the demised premises or Tenant's
use thereof, which may arise or become due after the commencement date of this
Lease and until the end of the term. It is intended and agreed that Tenant shall
be responsible for all costs associated with the use of the demised premises,
including any and all costs of compliance with requirements of governmental
authorities, as well as any insurance rating bureau, whether or not such
compliance is required by reason of acts or omissions of Tenant, and whether
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such compliance relates to the land, buildings and improvements, or conditions
above or below ground. For recovery of additional rent referred to in Section
5.2 and this section 5.4, Landlord shall have the remedies provided in this
Lease for nonpayment of minimum rent. Landlord and Tenant agree that Tenant is
not responsible for the payment of any amount of Taxes or utility charges on
account of any period prior to the effective date of this Lease.
SECTION SIX
MAINTENANCE AND REPAIRS
6.1 Tenant's Repairs. Tenant shall, at its sole cost and expense, (i)
make all necessary repairs to the demised premises and each and every part
thereof, including, but not limited to, the roof (including both structural
members and covering), walls and floor slab, so as to keep the demised premises
in the same condition in which they are now or may hereafter be put, reasonable
wear and use, damage by fire or other casualty only accepted, (ii) maintain,
repair and renew as necessary all mechanical and utility systems on the demised
premises so as to keep them in good and safe operating condition in all
respects, and (iii) keep the sidewalks and parking areas in good repair and
condition and reasonably free from trash, snow, ice and other objectionable
matter. All repairs made by Tenant shall be equal or better in quality and class
to the original work.
6.2 Compliance with Laws. Tenant shall at all times comply with all
applicable building, zoning and land use, health, sanitary and safety laws,
rules, regulations, by-laws and other governmental requirements, orders, rules
or regulations and Environmental Laws, as hereinbelow defined, as may be
applicable to the demised premises, or the occupancy thereof from time to time.
As used herein, the term "Environmental Laws," shall include, but not limited
to, the Comprehensive Environmental Response Compensation and Liability Act of
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1990, as amended, 42 U.S.C. Section 9601 et. seq.; the Hazardous Materials
Transportation Act, as amended, 49 U.S.C. Section 1801 et. seq.; the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq.;
Massachusetts General Laws, Chapter 21E, as amended; the Massachusetts
Contingency Plan, as amended, 310 CMR 40.0000 et. seq.; and all other related
environmental laws, regulations, rulings, administrative interpretations and
common law requirements. The term "hazardous material" shall include all
hazardous materials (as that term is defined by M.G.L. c.21E, Section 2),
hazardous substances (as that term is defined by 42 U.S.C. Section 9601 et
seq.), oil (as defined by the foregoing statutes), and any other chemical,
contaminant, substance, material or waste regulated under any Environmental
Laws. The term "release" means any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping,
flushing or in any other respect disposing into the surface, subsurface,
groundwater or environment (including without limitation, the abandonment or
discarding of barrels, containers and other closed receptacles containing any
hazardous material), on or about the demised premises.
6.3 Use of Substances. Tenant represents and warrants and agrees that
Tenant will not cause or permit any hazardous materials to be stored, generated
or disposed of in the demised premises except for hazardous materials used in
the ordinary course of Tenant's business in such manner that it does not
constitute a release or threat of release, or otherwise establish responsibility
under, liability under of violation of any Environmental Laws. To the extent
that Tenant uses any hazardous materials, Tenant represents and warrants that
Tenant has provided Landlord with an inventory of all hazardous materials used
or to be used in the Tenant's normal operations at the demised premises, a copy
of which is attached hereto as Exhibit B and incorporated herein by reference,
and that Tenant will update said inventory as and when new materials are
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introduced or previously inventoried materials are no longer stored. Tenant
further represents and warrants to the Landlord that in the Commonwealth of
Massachusetts, to the best of Tenant's knowledge, (i) has not been subject to
any regulatory action with respect to a violation of any Environmental Laws or
otherwise with respect to any release or threat of release, (ii) has not
received any "notice of responsibility" or the like from any governmental
agency, (iii) has not previously caused or been a person responsible for a
release or threat of release of hazardous materials, (iv) has not been a
defendant in any lawsuit, administrative proceeding, arbitration, mediation or
other proceeding in which it has been alleged that tenant has liability under
any Environmental Laws or otherwise for a release or a threat of release of
hazardous material, and (vi) has not at any time violated any Environmental Law
in its operations.
6.4 Release; Reporting; Remediation. Tenant shall not release or
otherwise cause any hazardous materials to be the subject of a release or threat
of release to the soils, groundwater, subsurface, surface or otherwise at the
demised premises. In the event of a release or threat of release at the demised
premises, Tenant shall immediately report such release to Landlord and to the
applicable governmental authority as required by the applicable Environmental
Laws, and shall promptly provide Landlord with all reports, data, sampling
results and information concerning any such release. Tenant shall further
immediately take any and all steps to remedy any such release; to in all other
respects comply with all Environmental Laws; and to restore the Premises to its
conditions existing prior to such release.
6.5 Inspection. Upon reasonable notice to Tenant, except in the case of
an emergency, Tenant hereby grants Landlord and its employees, agents,
consultants and independent contractors the right to enter upon the Premises for
the purpose of conducting tests, soil borings and selection of monitoring xxxxx,
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and any other tests and/or inspection which Landlord deems necessary or
desirable. At any time during the term of this Lease, Landlord may for
reasonable cause, require Tenant to provide Landlord, at the expense of Tenant,
an inspection or audit of the Premises, prepared by a qualified consultant
approved by Landlord, certifying as to the presence or absence of hazardous
materials, or to permit Landlord to so inspect or audit the Premises at Tenant's
expense.
6.6 Indemnification Against Release. Tenant hereby agrees to indemnify
Landlord from and against all loss, liability, damage and expense, including
attorneys' fees, suffered or incurred by Landlord by reason of any Release or
violation of any Federal, state or local law, order, rule or regulation with
respect to use, storage or disposal of Hazardous Material on the demised
premises.
6.7 Tenant's Alterations. Tenant, at its expense and in a good and
workmanlike manner, (i) may make improvements, additions or alterations to or
upon the demised premises, provided that prior written approval has been granted
by Landlord, and (ii) shall make all improvements, additions, and alterations to
or upon the demised premises required by any public authority or insurance
rating bureau. All such improvements, alterations or additions shall be
performed by contractors approved in advance by Landlord in writing, which
contractors shall provide evidence of liability insurance, including completed
operations coverage, plus builders' risk insurance in amounts not less than
specified in this Lease. Tenant shall pay all contractors amounts for work
performed as and when due and shall not permit the recording or filing of any
notice of contract or similar item signifying a lien for labor or materials in
respect of such work. Tenant shall immediately discharge any such lien by
payment or provision of a bond, in form and substance reasonably satisfactory to
Landlord and Mortgagee. Tenant shall obtain all licenses and permits required
for the performance of any such work, as well as such documentation signifying
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completion thereof to the satisfaction of the local governmental authorities.
Such permits shall be displayed in a conspicuous place on the demised premises
during performance of any such work.
6.8 Title to Improvements. All improvements, additions and alterations
made or installed by or on behalf of Tenant, except as provided in Subsection
12.1 hereof, shall upon the expiration or earlier termination of this Lease
become the property of Landlord without payment therefor by Landlord. All
machinery, equipment, trade fixtures, movable partitions, furniture and
furnishings installed at the expense of Tenant shall remain the property of
Tenant, but Tenant shall at its own cost and expense repair any and all damage
to the demised premises caused by the installation or removal thereof.
6.8 Survival of Obligations. Tenant's obligation to observe or perform
the covenants and agreements in this Section Six shall survive the expiration or
other termination of this Lease.
SECTION SEVEN
TAXES, ASSESSMENTS AND UTILITY CHARGES
7.1 Obligations of Tenant - Taxes. Tenant shall pay as additional rent
all Taxes imposed with respect to the demised premises or any portion thereof,
Tenant's interest therein, and/or property of Tenant located thereon or therein,
which are attributable to any period beginning with the date of commencement of
this Lease and until the end of the term as the same may be extended from time
to time.
As used herein the term Taxes shall mean: All taxes, assessments,
rates, charges, betterments, excises, levies, license and permit fees, and all
other governmental charges, or impositions, general and special, ordinary and
extraordinary, unforeseen and foreseen, of any kind and nature whatsoever which
at any time may be assessed, levied, confirmed, imposed upon, become due and
payable out of or in respect of, or becoming a lien on the demised premises, or
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any part thereof or any appurtenance thereto, or upon any lease, rent, use or
occupation of the demised premises, or any part thereof or any facilities
associated therewith, and such franchises as may be appurtenant to the use
thereof; excluding, however, general federal and state income, death, gift or
transfer taxes of Landlord. Should any such Taxes be determined with respect to
rents or Tenant's use and/or occupancy, Tenant shall be responsible for the
entire amount of such Tax which is determined with respect to rents or Tenant's
use and/or occupancy.
7.2 Payment by Tenant. Tenant agrees to pay all Taxes to Landlord
within twenty (20) days of receipt of Landlord's demand therefor accompanied by
a copy of the xxxx.
7.3 Tenant's Right to Contest Taxes. Tenant shall have the right, upon
prior written notice to Landlord and at Tenant's sole cost and expense, to
contest the amount or validity, in whole or in part, of any Taxes, or to seek a
reduction in the valuation of the demised premises as assessed for real estate
or personal property tax purposes by appropriate proceedings diligently
conducted in good faith so long as neither the demised premises nor any part
thereof would be in danger of being forfeited or lost.
7.4 Landlord's Right to Contest Taxes. Landlord shall have the right to
contest by appropriate proceedings the amount or validity, in whole or in part,
of any Taxes, or to seek a reduction in the assessed valuation for tax purposes
of the demised premises, if, within thirty (30) days after notice by Landlord
(or, if sooner, five (5) business days prior to the last date on which such
proceedings may be commenced of right), Tenant fails to commence such a
proceeding. Landlord shall also have the right, if Tenant fails diligently to
prosecute any such proceeding, to intervene in and prosecute any proceeding
commenced by Tenant, to contest the amount or validity of any Taxes in whole or
in part or to seek a reduction of such assessed valuation or valuations.
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7.5 Obligations of Tenant - Utilities and Other Charges. Tenant shall
pay as additional rent all water and sewer charges, general and special
assessments, and other governmental charges together with interest and
penalties, if any, which may be payable in respect of the demised premises, and
to pay promptly as they become due all charges for any gas, electricity,
telephone, fuel oil, water and sewer or other utility service, commodity or
facility (collectively called "Utility Charges") supplied to the demised
premises during the term of this Lease.
7.6 Apportionment. Upon termination of the term or any further period
during which the Tenant or any person claiming under the Tenant shall hold the
demised premises or any part thereof, Tenant shall pay all such Taxes and
Utility Charges, prorated to such termination, as shall have been assessed or
incurred, but remain unpaid, whether or not then due.
SECTION EIGHT
ASSIGNMENT OR SUBLETTING, ETC.
8.1 Approval Required. Tenant may not assign this Lease or sublet the
whole or any part of the demised premises, or permit the same to be occupied or
used by any person without first obtaining the written consent of Landlord and
Mortgagee in each case. A transfer of a controlling interest in Tenant shall be
deemed an assignment for purposes of this section. In the case of an assignment
or subletting of the demised premises, Tenant shall pay to the Landlord, as
additional rent, all consideration, payments or rent received by Tenant over and
above the minimum monthly rent paid hereunder. No consent once given shall be
deemed to constitute consent to any further assignment or sublet, as the case
may, or to waive the requirement that consent be obtained in each such further
instance.
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SECTION NINE
INSURANCE
9.1 Tenant's Insurance. Tenant shall maintain the following insurance
at the Tenant's expense throughout the term of this Lease and during such
further time as Tenant or any person claiming under it shall hold the demised
premises or any part thereof:
(a) Commercial general liability insurance with a contractual
liability exclusion rider insuring Landlord and Tenant and any
Mortgagee against claims for bodily injury or death occurring on or
about the demised premises, such insurance to afford protection to a
limit of not less than Two Million Dollars ($2,000,000.00), or such
greater amount as may be required by the holder of any mortgage which
includes the demised premises;
(b) Property damage insurance insuring Landlord, Tenant and any
Mortgagee as loss payee against claims for damage or injury to
property occurring on or about the demised premises, such insurance to
afford protection to a limit of not less than Five Hundred Thousand
Dollars ($500,000.00) with respect to damage to the property of any
one owner;
(c) Property insurance with special form (formerly designated
all-risk) coverage in an amount sufficient to cover the full
replacement cost of all buildings, structures, improvements, additions
and alterations, now or at any time hereafter on the demised premises;
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(d) Workers' compensation policies in amounts and coverages required
by the laws and regulations of the Commonwealth of Massachusetts; and
(e) Such other insurance and in such amounts as from time to time may
reasonably be required by Landlord against other insurable hazards
which at the time are commonly insured against in the case of premises
similarly situated and used, or which are required by any Mortgagee.
9.2 Insurance Provisions. All insurance provided for in Section 9.1
shall be effected with or through responsible insurers authorized to write such
insurance in Massachusetts, shall name Landlord and Mortgagee as additional
insured and loss payees, as applicable, and shall provide that such insurance
shall not be canceled or modified without at least thirty (30) days' prior
written notice to any Mortgagee and each insured named therein. Such insurance
may be maintained under a "blanket policy," so-called, insuring other property
of Tenant. The limits and types of insurance required hereunder may be
increased, modified or added to from time to time by Landlord effective after
thirty (30) days prior notice to the Tenant so that they are, (i) in the
reasonable opinion of Landlord comparable to the limits and types customarily
carried by the responsible tenants similarly situated and conducting comparable
businesses, and/or (ii) in conformity with the requirements of any Mortgagee.
9.3 Evidence of Insurance. Upon the commencement of this Lease and
thereafter not less than twenty (20) days prior to the expiration dates of the
expiring policies, Tenant shall deliver to Landlord and any Mortgagee
certificates or binders evidencing the insurance coverages provided for in
Section 9.1 and renewals thereof.
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9.4 Property at Tenant's Risk. In addition to and not in limitation of
the foregoing, Tenant covenants and agrees that all vehicles, equipment,
supplies, merchandise, furniture, fixtures and property of every kind, nature
and description, whether or not owned by Tenant, which may be in or about the
demised premises, or on the sidewalks, areaways, walls, or approaches adjacent
thereto, during the term hereof, shall be there at the sole risk and hazard of
Tenant, and that if the whole or any part thereof shall be damaged, destroyed,
stolen, or removed for any cause or reason whatsoever, whether or not due to
negligence of Landlord, no part of said damage or loss shall be charged to, or
borne by, Landlord. Tenant shall keep its personal property and trade fixtures
fully insured against loss or damage by fire and other casualties, under
policies which, shall name Landlord as an insured as its interest may appear,
and provide for waiver of any rights of subrogation against Landlord.
SECTION TEN
INDEMNIFICATION
10.1 Indemnification. (a) Tenant shall indemnify, defend, protect, and
save Landlord harmless from and against, and shall reimburse Landlord for all
liabilities, obligations, damages, fines, penalties, claims, demands, costs,
charges, judgments and expenses, including, but not limited to, reasonable fees
of engineers, architects, and attorneys, which may be imposed upon or incurred
or paid or asserted against Landlord or Landlord's interest in the demised
premises by reason of or in connection with (i) any condition or occurrence on
or about the demised premises, which is discovered or happens during the term of
this Lease and such additional time as Tenant (or anyone claiming by, through,
or under Tenant) shall remain in possession of the demised premises, other than
such liabilities as are caused solely by the gross negligence of Landlord, (ii)
any breach of, default in, or failure to perform any obligations of Tenant under
this Lease, and (iii) any matters referred to in Subsections 9.4 and 19.4
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hereof. (b) Any expenses incurred by Landlord because of Tenant's failure to
observe the provisions of this Lease, including, without limiting the generality
of the foregoing, those incurred under Section Six hereof, shall constitute
additional rent due hereunder and shall be paid to Landlord upon demand, in lump
sum, together with interest at the lesser of (a) the maximum legal allowable
rate or (b) four percent (4%) per annum in excess of the then prime rate of
interest being charged by Eastern Bank (or any successor thereto), from the date
said expenses were incurred to the date said additional rent is paid. For the
recovery of such amounts Landlord shall have the remedies provided in this Lease
for nonpayment of minimum rent.
10.2 Survival of Obligations. Tenant's obligation to observe or perform
the covenants and agreements in this Section Ten shall survive the expiration or
other termination of this Lease.
SECTION ELEVEN
USE OF DEMISED PREMISES
11.1 Limitations on Use. The demised premises shall be used only for
manufacturing, offices and warehousing to the extent permitted by applicable
zoning laws and not in violation of any restrictions of record applicable to the
demised premises and for no other purpose whatsoever. Landlord makes no
representation or warranty to Tenant in respect of the legality of tenant's
proposed use of the demised premises. Tenant shall, at its own expense (a)
promptly execute and comply with and conform to all applicable rules,
regulations, orders and requirements of any public authority, and (b) obtain and
maintain all permits, licenses, certificates and franchises necessary for its
use and occupation of the demised premises and for the erection and maintenance
of all signs. Failure to obtain or maintain any of the same shall not excuse
Tenant from its obligations under this Lease. Tenant agrees that the demised
premises and their appurtenances shall not be overloaded, damaged or defaced and
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that no trade or occupation shall be carried on upon the demised premises, or
use made thereof, which shall produce noxious odors or constitute a nuisance, or
which shall be unlawful, improper, noisy or offensive, or contrary to any laws
or any bylaw of the Town of Amesbury, or injurious to any person or property.
11.2 Tenant's Right to Appeal. Tenant shall have the right to contest
and appeal any requirements of any public authority, provided such contest is
made in good faith and in compliance with applicable procedures and is
diligently pursued, but in no way shall any noncompliance occur or delays be
caused by any such contest or appeal which could impose any liability on or
adversely affect either Landlord or the demised premises.
SECTION TWELVE
YIELDING UP
12.1 Surrender. Upon the expiration or earlier termination of this
Lease, Tenant shall surrender and yield up peacefully and quietly to Landlord
possession of the demised premises and all alterations, additions, fixtures,
improvements and equipment therein, broom clean and in as good condition as they
were in at the time of commencement of Tenant's initial occupancy of the demised
premises, or as the demised premises may have been improved thereafter,
reasonable wear and tear and damage by casualty excepted, and subject to the
provisions of Sections Fourteen and Fifteen. Tenant shall have the right to
remove only removable items which it is entitled to remove pursuant to this
Lease and which are Tenant's own personal property. All installations,
alterations, additions and improvements to or upon the demised premises, made by
Tenant or any other person during the Tenant's occupancy of the demised
premises, whether or not during the term of this Lease shall be deemed part of
the demised premises, and upon the expiration or other termination of the term
of this Lease shall be surrendered with the
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demised premises as a part thereof, without disturbance, molestation or injury
(except to the extent that Landlord shall elect to have Tenant remove any such
installations, alterations, additions or improvements prior to or within sixty
(60) days after the later of expiration or other termination of the term hereof
or the time Tenant vacates the demised premises, in which event Tenant shall so
remove such installations, alterations, additions and improvements, repairing
all damage caused thereby). In the event that Tenant shall fail to remove its
goods and effects from and shall continue in occupancy of, the demised premises
after the expiration or prior termination of this Lease, a tenancy at sufferance
only shall be deemed to exist, and Tenant shall owe Landlord rent therefore at a
rate equal to one hundred fifty percent (150%) of the minimum rent, additional
rent and other charges in effect at expiration or prior termination of this
Lease, prorated on a daily basis for each day or partial day that the Tenant
continues in possession past the expiration or prior termination hereof.
12.2 Abandoned Property. Any personal property which shall remain on
the demised premises after Tenant shall have vacated or abandoned the demised
premises shall be conclusively deemed to have been abandoned, and either may be
retained by Landlord as its property or may be disposed of in such manner as
Landlord may see fit; provided, however, notwithstanding the foregoing, that
Tenant will, upon request of Landlord made not later than thirty (30) days after
the expiration or termination of the term hereof, promptly remove from the
demised premises any such personal property, provided further, however, that in
all events Tenant shall remove, hiring duly licensed and insured reputable
contractors, any and all materials that may constitute hazardous substances or
hazardous materials as defined by applicable law above, without further request
of Landlord . If any part of such personal property shall be sold, Landlord may
receive and retain the proceeds of such sale and apply the same, at its option,
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against the expenses of the sale, the cost of moving and storage, any arrearages
of minimum monthly rent, additional rent or other charges payable hereunder by
Tenant to Landlord, and any damages to which Landlord may be entitled under this
Lease or pursuant to law.
12.3 Survival of Obligations. Tenant's obligation to observe or perform
the covenants and agreements in this Section Twelve shall survive the expiration
or other termination of this Lease.
SECTION THIRTEEN
NOTICES
13.1 Notice Procedure. All notices required to be given or delivered by
either party to the other shall be delivered or sent by registered or certified
mail, postage prepaid, return receipt requested, or by reputable national
overnight courier who provides a receipt against delivery, addressed to the
other party at its usual place of business which shall be:
If to Landlord: Xxxxxx X. Xxxxx, Xx., Trustee of HD Realty Trust - 1993
----------------------------------------
----------------------------------------
If to Tenant: Titan PCB East, Inc.
0000 Xxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
unless notice of a different address to which notices shall be delivered or
mailed shall have been given one to the other in the manner herein provided at
least ten (10) days before the effective date thereof. Notices to Landlord shall
also be sent to Eastern Bank, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
to the attention of Mr. Xxxx Xxxxxx, Vice President, with a copy to Xxxxx X.
Xxxxxx, Esq., Xxxxxx & Xxxxxxxxxx LLP, Xxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
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13.2 Notice to Mortgagee. After receiving written notice from any
person, firm or other entity that it holds a Mortgage which includes as part of
the mortgaged premises the demised premises, Tenant shall, so long as such
Mortgage is outstanding, be required to give to such holder the same notice as
is required to be given to Landlord under the terms of this Lease; but such
notice may be given by Tenant to Landlord and such holder concurrently.
SECTION FOURTEEN
CONDEMNATION
14.1 Complete Taking. If title to the whole or substantially all of the
demised premises shall be taken as a result of the exercise of the power of
eminent domain or by agreement between Landlord and those authorized to exercise
such power (a "complete taking"), the term of this Lease and all right, title
and interest of Tenant hereunder, subject only to Tenant's rights under this
Section Fourteen, shall terminate on the date of vesting of title pursuant to
such taking or agreement, and all rent shall be apportioned and paid to the date
thereof. For the purposes of this section, a "complete taking" shall be deemed
to have occurred if a taking shall (a) include fifty percent (50%) or more of
the total floor area of the buildings on the demised premises, or (b) include
seventy-five percent (75%) or more of the land area of the demised premises.
14.2 Partial Taking. If title to any portion of the demised premises
shall be so taken which shall be less than a complete taking (a "partial
taking"), Landlord shall be entitled to and shall receive the total award made
in such proceeding, including interest thereon, if any, and the rent and other
terms of this Lease shall not be reduced or affected in any way. Subject to the
rights of Mortgagee, Tenant, at its sole expense, shall proceed to restore,
repair, replace or rebuild the remaining part of the demised premises as nearly
as possible to the condition they were in immediately prior to such taking, to
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the extent that the same shall be feasible. The obligation of Tenant to make
such restoration, repairs, replacements, or rebuilding shall be conditioned upon
the payment to Tenant (or agreement to pay subject to conditions referred to in
the next sentence) of the net amount of such award including interest thereon,
if any, after deducting (a) the fair value of the land so taken, and (b) all
expenses incurred by Landlord in connection with such proceeding. Such payment
may be made in installments subject to customary applications with respect to
the cost of the work as said cost shall be certified to Landlord or
Mortgagee(s), and/or by the architect or contractor in charge of the work who
shall be approved in writing by the Landlord and such Mortgagee(s), which
approval shall not be unreasonably withheld. The excess of any such award over
the cost of such restoration, repairs, replacements or rebuilding shall belong
to Landlord, and the cost of such restoration, repairs, replacements or
rebuilding in excess of any such award shall be borne by Tenant.
14.3 Damages. If a complete taking shall occur during the original or
any extended term of this Lease, Landlord reserves to itself and Tenant hereby
assigns to Landlord all rights to damages accruing on account of any such
taking. Nothing in the preceding sentence shall prohibit Tenant from applying to
the taking authority for any separate award to which Tenant may be lawfully
entitled, provided that such award shall not reduce the amount of Landlord's
award.
SECTION FIFTEEN
DAMAGE OR DESTRUCTION
15.1 Tenant's Duty to Repair. Tenant covenants and agrees that in case
of damage to or destruction of the demised premises or any part thereof by fire
or other casualty, Tenant, at its sole cost and expense, shall proceed to
restore, repair, replace or rebuild the same as nearly as possible to the
20
condition they were in immediately prior to such damage or destruction, and any
such restoration, repairs, replacements or rebuilding shall be commenced
promptly and prosecuted with reasonable diligence.
15.2 Application of Insurance Proceeds. Subject to the rights of
Mortgagee, the obligations of Tenant under Subsection 15.1 hereof are subject to
the condition that all insurance money recovered by Landlord and any
Mortgagee(s) on account of such damage or destruction shall be applied by
Landlord and such Mortgagee to the payment of the cost of the aforesaid
restoration, repairs, replacements or rebuilding. The payment of such insurance
proceeds may at the election of Landlord and/or such Mortgagee(s) be paid to
Tenant from time to time for application to the cost of the work as said cost
shall be certified to Landlord and/or such mortgagee(s) by an architect or
contractor in charge of the work who shall be approved in writing by Landlord
and such Mortgagee(s), which approval shall not be unreasonably withheld;
provided, however, that the balance of insurance proceeds shall not thereby be
reduced below the amount which shall be specified in such architect's
certificate or such contractor's requisitions as the amount required to complete
the restoration. Upon receipt by Landlord and such Mortgagee(s) of satisfactory
evidence that the restoration has been completed and paid for in full, and that
there are no liens, encumbrances or other charges on the demised premises or any
part thereof, any balance of the insurance proceeds at the time held by Landlord
or such holder or holders shall be paid to Tenant (subject to the rights of
Mortgagee).
15.3 Abatement of Rent. Tenant's obligation to make payment of the rent
and to perform all other covenants and agreements hereunder shall not be
affected by any such damage or destruction of any building on the demised
premises by fire or otherwise.
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SECTION SIXTEEN
LANDLORD'S REMEDIES
16.1 Landlord's Right to Cure. If Tenant shall default in the
performance or observance of any agreement or condition in the Lease contained
on its part to be performed or observed, other than in the payment of any
minimum monthly rent, additional rent, or other charges, Landlord, after written
notice by Landlord to Tenant specifying the nature of the default and upon the
expiration of thirty (30) days after the delivery of said notice unless the
default cannot reasonably be cured within said thirty (30) days due to causes
beyond Tenant's control, then upon failure of Tenant to commence to cure said
default within a reasonable time after the delivery of said notice, and
prosecute the curing of said default to completion with due diligence may, at
its option, but without obligation to do so, cure any such default for the
account of Tenant and any amount and any expense paid by Landlord in so doing
with interest thereon at the rate per annum of four percent above the "prime
rate" of Eastern Bank (or any successor thereto) shall be charged by Landlord as
additional rent and added to the installment or installments of rent thereafter
accruing and Tenant agrees to pay such additional rent to Landlord on demand,
and for recovery of which Landlord shall have the remedies provided in this
Lease for nonpayment of minimum rent. Notwithstanding the foregoing, Landlord
may cure any such default prior to the expiration of the waiting period after
such notice to Tenant, if the curing of such default is reasonably necessary to
protect the demised premises or Landlord's interest therein or to prevent injury
or damage to persons or property. All of the rights and remedies given to
Landlord in this Lease or by law or equity shall be cumulative and concurrent.
The failure of Landlord to insist in any one or more cases upon the strict
performance of any of the covenants of this Lease, or to exercise any option
herein contained, shall not be construed as a waiver or relinquishment for the
future of such covenant or option.
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SECTION SEVENTEEN
DEFAULT
17.1 Conditions of Limitation. This Lease is subject to the limitation
that each of the following shall constitute an event of default:
(a) if Tenant shall default in the payment of the minimum
monthly rent; or
(b) if Tenant shall default in the payment of any additional
rent or other charge payable hereunder by Tenant to Landlord on any
date upon which the same becomes due, and such default shall continue
for fifteen (15) days; or
(c) if Tenant makes any assignment for the benefit of
creditors, or if Tenant files a petition under any bankruptcy or
insolvency law; or if such a petition is filed against Tenant and is
not dismissed within thirty (30) days; or if a receiver or similar
officer becomes entitled to Tenant's leasehold hereunder and it is not
returned to Tenant within thirty (30) days; or if such leasehold is
taken on execution or other process of law in any action against
Tenant; or if Tenant shall desert or abandon the demised premises or
the same shall become, or shall appear to have become, vacant; or any
event shall occur or any contingency shall arise whereby this Lease, or
the term and estate hereby created, or possession of the demised
premises would (by operation of law or otherwise) devolve upon or pass
to any person, firm, corporation or entity other than Tenant; or
23
(d) if Tenant shall do anything or permit anything to be done,
whether by action or inaction, contrary to any covenant, agreement,
term, provision or condition of this Lease on the part of Tenant to be
kept, observed or performed [other than a default of the character
referred to in subparagraphs (a), (b) or (c) above], and if such
situation shall continue and shall not be remedied by Tenant within
thirty (30) days after Landlord shall have given to Tenant a written
notice specifying the same, or, in the case of such a situation which
for causes beyond Tenant's control cannot with due diligence be cured
within said period of thirty (30) days, if Tenant (i) shall not,
promptly upon the giving of such notice, advise Landlord in writing of
Tenant's intention to duly institute all steps necessary to remedy such
situation, (ii) shall not duly institute and thereafter diligently
prosecute to completion all steps necessary to remedy the same, or
(iii) shall not remedy the same within a reasonable time after the date
of the giving of said notice by Landlord;
then, upon the occurrence of any of the foregoing events of default, Landlord
may give to Tenant a notice of intention to end the term of this Lease at the
expiration of three (3) days from the date of the giving of such notice, and, in
the event such notice is given, this Lease and the term and estate hereby
granted shall terminate upon the expiration of said three (3) days with the same
effect as if that day were the date hereinbefore set for the expiration of the
term of this Lease.
17.2 Right of Entry. If Tenant shall default in the payment of any rent
or any installment thereof or any other charge payable hereunder by Tenant to
Landlord on any date upon which the same becomes due, and if such default shall
continue beyond any period of grace specified herein, or if this Lease shall
terminate as in Subsection 17.1 hereof provided, Landlord or Landlord's agents
and servants may immediately or at any time thereafter re-enter upon the demised
premises, or any part thereof, in the name of the whole, either by summary
process proceedings or by any suitable action or proceeding at law, or by force
or otherwise, without being liable to indictment, prosecution or damages
therefor, and may repossess the same, and may remove any persons therefrom,
24
without prejudice to any remedies which might otherwise be used for arrears of
rent. In the event of any termination of this Lease under the provisions of
Subsection 17.1 hereof or if Landlord shall re-enter the demised premises under
the provisions of this Section 17.2 or in the event of the termination of this
Lease (or of re-entry) by or under any summary process or other proceeding or
action or any provision of law, Tenant shall thereupon pay to Landlord the
minimum monthly rent, additional rent and any other charge payable hereunder by
Tenant to Landlord up to the time of such termination of this Lease, or of such
recovery of possession of the demised premises by Landlord, as the case may be.
SECTION EIGHTEEN
DAMAGES
18.1 Damages in the Event of Termination. In the event of any
termination of this Lease under the provisions of Subsection 17.1 hereof or if
Landlord shall re-enter the demised premises under the provisions of Subsection
17.2 hereof or in the event of the termination of this Lease (or of re-entry) by
or under any summary process or other proceeding or action or any provision of
law, Tenant will pay to Landlord as liquidated current damages sums equal to the
aggregate of the minimum monthly rent and the additional rent which would have
been payable by Tenant had this Lease not so terminated, or had Landlord not so
re-entered the demised premises, payable upon the due dates therefor specified
herein following such termination or such re-entry and until the date
hereinbefore set for the expiration of the then current term; provided, however,
that if Landlord shall re-let the demised premises during said period, Landlord
shall credit Tenant with the net rents received by Landlord from such
re-letting, such net rents to be determined by first deducting from the gross
rents as and when received by Landlord from such re-letting the expenses
25
incurred or paid by Landlord in terminating this Lease or of re-entering the
demised premises and of securing possession thereof, as well as the expenses of
re-letting, including brokers' commissions and all other expenses properly
chargeable in connection with such re-letting.
SECTION NINETEEN
MISCELLANEOUS
19.1 Non-Interference with Landlord's Entry and Repairs. Landlord
reserves the right, and without liability to Tenant for any compensation or
reduction of rent by reason of inconveniences or annoyance or for loss of
business arising therefrom, to enter the demised premises for any of the
purposes in this Lease authorized, or for repairing the demised premises however
the necessity may occur. In case Landlord is prevented or delayed from making
any repairs, or performing any other covenant or duty to be performed on
Landlord's part, by reason of any cause reasonably beyond Landlord's control,
Landlord shall not be liable to Tenant therefor, nor shall Tenant be entitled to
any abatement or reduction of rent by reason thereof, nor shall the same give
rise to a claim in Tenant's favor that such failure constitutes actual or
constructive eviction from the demised premises or any part thereof, provided,
however, no duty or obligation of Landlord shall be implied by reason of any
rights of access set forth in this Section 19 or elsewhere in this Lease.
19.2 Reasonable Right of Entry by Landlord. Tenant agrees to permit
Landlord and Landlord's agents to examine the demised premises at reasonable
times during working hours and, if Landlord shall so elect, to make any repairs
or replacements Landlord may deem necessary, and to show the demised premises to
prospective purchasers and mortgagees at reasonable times during working hours
and to prospective tenants. Under emergency circumstances, Landlord shall have
the right of entry at any time.
26
19.3 Restrictions on Floor Load, etc. Tenant covenants and agrees not
to place a load upon the demised premises exceeding the live load for which the
floors have been designed; and not to move any safe, vault or other heavy
equipment in, about or out of the demised premises except at Tenant's expense
and in such manner and at such time as Landlord shall in each instance
authorize.
19.4 Property Damage. Tenant covenants and agrees that all equipment,
furniture, fixtures, leasehold improvements and property of every kind, nature
and description of Tenant or Tenant's employees, agents, contractors, invitees,
customers, visitors or guests which may be in or upon the demised premises, or
on the sidewalks, parking areas and approaches adjacent thereto, shall be at the
sole risk and hazard of Tenant, and that if the whole or any part thereof shall
be damaged, destroyed, stolen or removed by reason of any cause or reason
whatsoever including leakage of water, whether or not attributable in whole or
in part to negligence of Landlord, no part of said damage or loss shall be
charged to or borne by Landlord.
19.5 Tenant Payment of Personal Property Taxes. Tenant covenants and
agrees to pay promptly when due all taxes which may be imposed upon personal
property (including, without limitation, fixtures and equipment) in the demised
premises to whomever assessed.
19.6 Limitation on Landlord's Liability, etc. Neither Landlord nor any
individual or entity affiliated with Landlord shall be personally liable for any
obligations to Tenant or anyone claiming by, through, or under Tenant, and
Tenant shall look solely to Landlord's interest in the demised premises (but no
other assets) in pursuit of any claims or remedies.
19.7 Financial Statements. Tenant shall provide to Landlord on request
financial statements and such other information as may be requested by any
Mortgagee.
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19.8 Estoppel Certificates. Within ten (10) business days after receipt
of a request from Landlord or Tenant, the other party agrees to deliver to any
perspective purchaser or other person specified in the request an estoppel
certificate in such form as the purchaser, Mortgagee or other person may
reasonably request. Each estoppel certificate will be (i) signed by a duly
authorized representative of Tenant or Landlord as the case may be, (ii)
delivered without charge to the party requesting it, and (iii) binding as to its
contents on Tenant or Landlord as the case may be.
19.9 Rules of Construction. It is expressly agreed between the parties
hereto that:
(a) Unless the context otherwise provides it shall not be
necessary that Landlord demand the performance of this Lease by Tenant.
(b) Any rule of law or equity to the contrary notwithstanding,
time shall be construed to be of the essence hereof wherever any act
hereunder is required to be done at a certain time or within a
prescribed period of time.
(c) This Lease and any exhibits or memoranda attached hereto
set forth all the promises, agreements, conditions and understandings,
either oral or written, between the Landlord and Tenant.
(d) No subsequent alteration, amendment, change or addition to
this Lease shall be binding upon Landlord or Tenant unless reduced to
writing and executed by Landlord and Tenant.
(e) The marginal headings preceding the text of the several
sections and subsections hereby are inserted solely for the convenience
of reference and shall not constitute a part of this Lease nor shall
they affect its meaning, construction or effect.
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(f) If, in any respect, any provision of this Lease, in whole
or in part, shall prove to be invalid for any reason, such invalidity
shall only effect the part of such provision which shall be invalid and
in all other respects this Lease shall stand as if such invalid
provision had not been made, and it shall fail to the extent, and only
to the extent, of such invalid provision, and no other portion or
provision of this Lease shall be invalidated, impaired or effected
thereby.
(g) Landlord and Tenant shall cooperate with each other to the
extent necessary to permit either, under and subject to the terms of
the Lease, to carry out any obligation or take any authorized action in
the name of the other.
(h) Unless the context otherwise requires, the term "rent"
shall mean and include the minimum monthly rent and all additional rent
and other charges for recovery of which Landlord shall have the
remedies provided in this Lease for nonpayment of minimum rent.
(i) Whenever in this Lease, nouns or pronouns are used in the
masculine, they shall be read and construed in the feminine or neuter
whenever they would so apply, and wherever in this Lease, words,
including pronouns, are used in the singular or plural, they shall be
read and construed in the plural or singular, respectively, wherever
they would so apply.
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19.10 Waiver. No waiver or failure to complain of any act or omission
by either party of any of the terms, covenants, provisions, and conditions
required by this Lease, and no waiver of any legal or equitable relief or remedy
shall be implied by the failure of either party to assert any of its rights, or
to declare any forfeiture or for any other reason, and no waiver of any of said
terms, provisions, and covenants shall be valid unless it shall be in writing
signed by both parties hereto.
19.11 Governing Law. This Lease shall be governed by the laws (without
reference to choice of law rules) of the Commonwealth of Massachusetts.
19.12 Guaranty. This Lease is guarantied by that certain written
Guaranty of even date and executed by Ventures-Ntional, Inc. in favor of
Landlord as security for the performance of all obligations by Tenant under this
Lease. Tenant acknowledges that both the Lease and the Guaranty constitute
collateral under two certain Collateral Assignments of Leases and Rents by
Tenant to Eastern Bank each dated May 13, 1999, and recorded with the Essex
South District Registry of Deeds in Book 15671, Page 539 and Book 15671, Page
568, respectively.
19.13 Covenants. Each party's covenants and duties set forth in this
Lease shall be deemed independent of the others, and enforceable in accordance
with their terms, the failure of the other to perform or observe its duties and
covenants notwithstanding.
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SECTION TWENTY
OPTION TO PURCHASE
20.1 Tenant has the option to purchase the demised premises (the
"Option") upon the terms and condition set forth below:
(a) The Option is exercisable by written notice given by
Tenant to Landlord (the "Exercise Notice") and the closing
shall occur on a date and at a time set forth in the Exercise
Notice (the "Closing"), provided that Tenant is not then in
default under this Lease. The Closing shall be no sooner than
twenty (20) days or later than sixty (60) days after the date
of the Exercise Notice, but in no event later than January
29,2004, unless extended as provided in 20.1(d) below. The
Closing shall occur at the Essex South District Registry of
Deeds.
(b) The purchase price for the demised premises shall be
$1,900,000 less a credit equal to the lesser of (i)
$105,000.00, or (ii) the sum of (a) 80% of the minimum monthly
rent payments actually paid by Tenant to Landlord from March
1, 2003 to the earlier of (x) September 1, 2003 or (y) the
date of the Exercise Notice, plus (b) 20% of the minimum
monthly rent payments actually paid by Tenant to Landlord from
October 1, 2003 through the date of the Exercise Notice.
(c) If the Option is exercised, the demised premises shall be
conveyed by a good and sufficient deed in appropriate form
running from Landlord to Tenant at the Closing (the "Deed").
The Deed will convey good and clear record and marketable
title to the demised premises subject only to (i) provisions
of existing building and zoning laws, (ii) real estate taxes
for the then current fiscal year as are not due and payable on
the date of the delivery of the Deed, (iii) any liens for
municipal betterments assessed after the date of the Exercise
Notice, and (iv) easements, restrictions and reservations of
record, if any, so long as the same do not prohibit or
materially interfere with the current use of the demised
premises. Tenant shall pay for and provide its own title
31
certificate and owner's and lender's title insurance policies,
if any. Tenant shall also pay the recording costs associated
with the recording of the Deed and for any documents not
required to be paid for by Landlord. Landlord shall pay for
the tax stamps and the recording costs of any instrument
necessary to be recorded in order to comply with the title
provisions of this paragraph. The purchase price shall be paid
at the closing in cash, or by bank cashier's check payable to
Landlord or by wire transfer to Landlord's account. All real
estates taxes, water and sewer charges, minimum and additional
rent and fuel costs and all other charges due under the Lease
shall be paid by Tenant prior to the Closing.
(d) Full possession of the demised premises, except for
Tenant, is to be delivered at the Closing. If Landlord shall
be unable to give title or to make conveyance, or to deliver
possession of the demised premises, all as herein provided, or
if at the Closing the demised premises do not conform with the
provisions hereof, then Landlord shall use reasonable efforts
to remove any defects in title, or to deliver possession as
provided herein, or to make the demised premises conform to
the provisions hereof, as the case may be, in which event
Landlord shall give written notice thereof to Tenant at or
before the Closing, and thereupon the time for performance
shall be extended for a period of thirty (30) days, but in no
event later than February 28, 2004, and provided that Landlord
is not obligated to spend more than $1,000.00 to remove
defects in title or make the demised premises conform. If at
the expiration of the extended time, Landlord shall have
failed to so remove any defects in title, deliver possession,
or make the demised premises conform, then Tenant may
terminate its exercise of the Option. Tenant shall have the
32
election, at either the original or any extended time for
performance, to accept such title as Landlord can deliver to
the demised premises in their then condition and to pay
therefore the purchase price without reduction, in which case
Landlord shall convey such title.
(e) Notwithstanding any provision of this Lease to the
contrary, if any damage occurs to the demised premises from
any cause whatsoever after the date of the Exercise Notice and
prior to the Closing, Tenant shall fulfill its obligation to
purchase the demised premises without a reduction in the
purchase price.
(f) To enable Landlord to make conveyance as herein provided,
Landlord may, at the Closing, use the purchase money or any
portion thereof to clear the title of any encumbrances or
interests, provided that all instruments so procured are
recorded within a reasonable amount of time after delivery of
the Deed.
(g) If Tenant terminates its exercise of the Option for any
reason, or if the Option shall lapse for any reason, then the
term of this Lease shall promptly terminate.
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IN WITNESS WHEREOF, the respective parties hereto have caused these
presents to be signed and sealed in duplicate on the day and year first above
written.
Landlord:
----------------------------------
Xxxxxx X. Xxxxx, Xx.
Trustee of HD Realty Trust
Tenant:
TITAN PCB EAST, INC.
By:
--------------------------------
Its
-------------------------------
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EXHIBIT A
Legal Description of Property
Parcel I - One Industrial Way:
The land in Amesbury, being shown as Lot 9A on a plan entitled "Plan of Land in
Amesbury, Mass., County of Essex, for Amesbury Industrial Foundation
Incorporated, Scale 1" = 40', August 2, 1983", said plan being recorded in the
Essex South District Registry of Deeds and said lot being more particularly
bounded and described as follows:
Beginning at a point on Monroe Street and at land, now or formerly of Xxxxxx
Xxxxx; thence running along Monroe Street and Industrial Way on an arc with a
radius of 25 feet for a distance of 39.73 feet to a drill hole; thence running
along Industrial Way on an arc with a radius of 507.67 feet for a distance of
144.43 feet to a drill hole; thence running
SOUTH 19(degree) 4' 00" Xxxx xxxxx Xxxxxxxxxx Xxx 268.00 feet to a
drill hole at Lot 9B as shown on said plan; thence turning and running
SOUTH 70(degree) 55' 25" West along Lot 9B, 190.14 feet to a drill hole
at land now or formerly of Xxxxxxx X. and Xxxxxxxx Xxxxxxxx; thence turning and
running
NORTH 6(degree) 21' 35" West along land now or formerly of Xxxxxxxx
54.72 feet to a drill hole; thence turning and running
SOUTH 82(degree) 51' 10" West along land now or formerly of Xxxxxxxx 55
feet to a drill hole at land now or formerly of Xxxx Xxxx; thence turning and
running
NORTH 23(degree) 17' 25" West along land now or formerly of Xxxx Xxxx
94.50 feet to a drill hole; thence turning and running
SOUTH 88(degree) 46' 50" East along land now or formerly of Xxxxxx and
Xxxxx Xxxxxxxx 25 feet to a drill hole; thence turning and running
NORTH 8(degree)5' 15" East along land now or formerly of Xxxxxxxx 100
feet to a drill hole; thence turning and running
35
NORTH 51(degree)57' 15" East along land now or formerly of Xxxxxx Xxxxx
145 feet to a drill hole; thence running
NORTH 53(degree)01' 35" East along land now or formerly of Xxxxx 25
feet to a drill hole; thence turning and running
NORTH 36(degree) 58' 25" West along land now or formerly of Xxxxx 140
feet to the point and place of beginning.
Lot 9A contains 57,033 square feet more or less, according to said
plan.
Parcel II - Two Industrial Way
(a) A certain parcel of land on the Easterly side of Industrial Way and the
Southerly side of Monroe Street in Amesbury, Essex County, Massachusetts, being
shown as Lot 1 on a plan entitled "Subdivision Plan, Amesbury Industrial Park in
Amesbury, Massachusetts, prepared for Amesbury Industrial Foundation,
Incorporated, Amesbury, Massachusetts, Scale 1" = 100', August 31, 1981, Revised
October 6, 0000, Xxxxx, Xxxxxx and Xxxxxxx, Inc." Said plan being recorded in
Essex South District Registry of Deeds Plan Book 170, Plan 34.
Beginning at a point on the Southerly side of Monroe Street and land
now or formerly of XxXxxxx; thence running
SOUTH 42(degree) 13' 14" East along said land of XxXxxxx, 111.69 feet
to a point; thence turning and running
NORTH 48(degree) 17' 35" East along said XxXxxxx Land, 74.00 feet to a
point at land now or formerly of Xxxxxx X. Xxxxx; thence turning and running
SOUTH 42(degree) 47' 10" East along land now or formerly of Xxxxxx X.
Xxxxx, 186.18 feet to a drill hole; thence running
SOUTH 45(degree) 02' 15" East along land now or formerly of Cargocaire
Engineering Corp., 21.82 feet to a drill hole; thence running
SOUTH 42(degree) 50' 55" East along land now or formerly of Cargocaire
Engineering Corp., 168.41 feet to a point at Lot 2 as shown on said plan; thence
turning and running
SOUTH 70(degree) 55' 25" West along said Lot 2, 332.32 feet to a point
on the Easterly side of Industrial Way; thence turning and running
NORTH 19(degree) 04' 35" West along the Easterly side of Industrial
Way, 209.00 feet to a stone bound; thence running on a curve with a radius of
567.67 feet along the Easterly side of Industrial Way for a distance of 161.50
feet to a stone bound; thence running on a curve with a radius of 25.00 feet
36
along the Easterly side of Industrial Way and the Southerly side of Monroe
Street for a distance of 39.73 feet to a stone bound; thence running on a curve
with a radius of 3,000 feet along the Southerly side of Monroe Street for a
distance of 75.67 feet to the point and place of beginning.
Said lot contains 2.168 acres, more or less, according to said plan.
The granted premises are also shown as Lot 1 on a plan entitled
"Subdivision Plan, Amesbury Industrial Park in Amesbury, Mass., Prepared for
Industrial Foundations:, dated May 28, 1979, Rev. August, 1979, by Xxxxx, Xxxxxx
& Xxxxxxx, Inc., H. Xxxxx Xxxxx, Reg. Land Surveyor, recorded with Essex South
District Registry of Deeds in Plan Book 160, Plan 46, and re-recorded in Plan
Book 163, Plan 88.
(b) The land in said Amesbury, Essex County, Massachusetts, being Xxx 0 xx
Xxxxxxxxxxx Xxxx xx Xxxxxxxx Xxxxxxxxxx Xxxx, dated May 28, 1979 (Rev. Aug.
1979) recorded with Essex South Registry of Deeds in Plan Book 160, Plan 46, and
re-recorded in Plan Book 163, Plan 88.
Containing 2.478 acres, according to said plan.
37
EXHIBIT B
INVENTORY OF HAZARDOUS MATERIALS
38
