LEASE
THIS LEASE, entered into this 12th day of June, 1998, between Linda Farnum
("Owner"), Benjamin Farnum ("Assignee"), both of North Andover, Massachusetts,
hereinafter called the "Landlord" (which expression shall include their heirs,
executors, administrators, legal representatives, successors and assigns), and
Ipswich Savings Bank of 23 Market Street, Ipswich, Massachusetts hereinafter the
"Tenant" (which expression shall include its successors and assigns).
WHEREAS the Owner is successor to Nettie A. Humphreys who, as Landlord entered
into a lease with BankBoston N.A. dated October 25, 1977 as the same may have
been amended and extended by Letter of July 17, 1997 and Amendment to Lease
dated December 3, 1997 ("BankBoston Lease"); and
WHEREAS BankBoston's interest in the BankBoston Lease was assigned to the
Assignee under an Assignment and Assumption of Lease dated December 3, 1997, and
WHEREAS Owner, Assignee and Tenant entered into an Option to Lease Real Estate
dated April 14, 1998, which Option is exercised by the execution of this
sublease (hereinafter "Lease");
WHEREAS BankBoston has consented to this Lease by a consent document dated June
5, 1998 attached hereto as exhibit "A"
NOW, THEREFORE, the Landlord (consisting of the Owner and Assignee together)
and Tenant covenant and agree as follows:
1. PREMISES: The Landlord does hereby demise and lease unto the Subtenant a
certain parcel of registered land with the building and other improvements
thereon (hereinafter called the ("Premises") situated at 470 Main Street,
Reading,
Massachusetts, and bounded and described as set forth on Exhibit B annexed
hereto and made a part hereof by reference.
2. USE: Subject to Tenant obtaining all necessary permits and approvals,
Tenant may use the Premises for a branch bank with a drive-in teller window and,
provided Landlord gives prior written consent which will not be unreasonably
withheld, for any other lawful purpose. Landlord shall have the right to
withhold Landlord's consent to any use of the Premises as a restaurant
3 TERM: The term of this Lease shall be five years from the date of
execution of this Lease. The Tenant is also granted three (3) options to extend
said term for further successive periods of five (5) years each, each such
option to be exercised by written notice to Landlord at least ninety (90) days
prior to the expiration of the then existent term, and upon the giving of such
notice, without any further instrument, lease or agreement, this lease shall be
extended.
4. RENT: Tenant will pay Landlord rent at the rate of Forty Eight Thousand
and 00/100 Dollars ($48,000.00) per year during the first two and one half (2
1/2) years of the original term. Said rent shall be paid by the Tenant in equal
monthly installments of Four Thousand and 00/100 Dollars ($4000.00) each on the
first day of each month in advance during said period. The rent shall be
increased at the end of each two and one half (2 l/2) year period ("Period")
during the original term and any extension term, if any, by the higher of Five
(5%) Percent of the latest rent or the percentage increase in the cost of living
as indicated by the United States Bureau of Labor Statistics, Consumer Price
Index for all Urban Consumers, Boston, Mass. {CPI- U} ("Index") between the
point at which the Index stood a month prior to the Beginning of the Period and
the point at which the Index stands one month prior to the day as of which such
adjustment is being made.
If said Index is no longer in existence, then a comparable successor
index or other governmental index or other method shall be used to ascertain the
amount of increase in the cost of living.
5. TAXES: The Tenant will pay, at least fifteen (15) days before the date
on which interest or penalties would begin to accrue on account of such taxes,
directly to the taxing authority, all municipal real estate taxes, liens and
assessments levied against the Premises during the original term commencing with
the execution of this Lease and also during any extensions or renewals of said
Lease or during the continued occupancy of the Premises by Tenant after
expiration of the Lease. Such real estate taxes, municipal liens or assessments
shall be apportioned in the first year in which the Tenant is obligated to pay
such taxes and in the year in which shall occur the termination or expiration of
this Lease.
If any first mortgagee of the Premises shall require Landlord to make
monthly payments to it on account of real estate taxes which Tenant is obligated
to pay under this Lease, then for so long as such deposits may be required,
Tenant shall make monthly payments of such estimated taxes to Landlord on the
same day Tenant pays its basic monthly rent hereunder. The Landlord may and, at
the request of the Tenant, shall make application for abatement of taxes
assessed upon the Premises and will diligently prosecute the same to a
conclusion, or it will, at the election of the Tenant, permit the Tenant to do
so in the name of the Landlord, or in the name of the Tenant if the law will so
permit; provided, however, that the Tenant shall bear the expense of bringing
and prosecuting any such proceedings concerning the Premises and shall reimburse
Landlord for any such expense or, if requested by Landlord, pay any such expense
directly.
6. INSURANCE: Tenant shall maintain: (i) physical hazard insurance on an
"all risks" basis in an amount not less than 100%
of the full replacement cost of the Premises; (ii) flood insurance if and as
required by applicable federal law; and (iii) comprehensive commercial general
liability insurance in an amount of not less than $1,000,000 per occurrence and
a combined aggregate blanket coverage of not less than $5,000,000 including
contractual liability coverage.
All policies regarding such insurance shall be issued by companies
licensed to do business in the state where the policy is issued and also in The
Commonwealth of Massachusetts that have a financial rating and size and provide
deductible amounts acceptable to Landlord, name Landlord and/or if directed by
Landlord any mortgagee of the Premises, loss payee and/or additional insured,
and provide that no cancellation or material modification of such policies shall
occur without thirty days prior written notice to the Landlord and/or any
covered mortgagee.
Such policies shall include:
(i) a replacement cost endorsement;
(ii) a demolition cost endorsement;
(iii) an increased cost of construction endorsement; and
(iv) such other endorsements as Landlord may reasonably require.
Tenant will furnish to Landlord annually and upon request such original
policies, certificates of insurance, or other evidence of the foregoing as is
acceptable to Landlord. The terms of all insurance policies shall be such that
no co- insurance provisions apply, or if a policy does contain a co- insurance
provision, Tenant shall insure the Premises in an amount sufficient to prevent
the application of the co-insurance provisions;
Tenant shall not permit any use of the premises which shall be contrary
to any law or regulation from time to time established by the New England Fire
Insurance Rating Association, or any similar body succeeding to its powers.
7. UTILITIES: Tenant during the term hereof or any holding over period,
shall pay for all water, gas, electricity, fuel, or other
utilities and services and for all sewer and sewer use charges consumed on or
relating to the Premises.
8. CONDITION OF PREMISES, REPAIRS AND MAINTENANCE:
(a) Tenant accepts the Premises in the condition in which they are
on the date of commencement of the term hereof acknowledging
that they are in good order and condition and sufficient for the
uses intended by Tenant. Tenant agrees that it has had full and
adequate opportunity to inspect the Premises and has done so to
its satisfaction. Landlord had made and Tenant has relied on no
representations and warranties, whether express or implied, as
to the condition of the Premises or their suitability for
Tenant's use.
(b) Tenant will maintain the Premises, reasonable use and wear and
tear and damage by fire or casualty excepted and will make
repairs, restorations and replacements to the Premises as and
when needed to preserve the Premises in the condition they were
in at the date of the commencement of this Lease.
(c) Tenant shall at its expense maintain, repair and renew (as
necessary) the Premises including all its mechanical and utility
systems, so as to keep them in good and safe operating condition
in all respects.
(d) Tenant shall at its own expense keep the sidewalks, curbs,
entrances, passageways, parking lot and areas adjoining the
Premises in a clean and orderly condition, free from snow, ice,
rubbish and obstructions.
(e) Tenant shall at its own expense conform to and satisfy any
present or future governmental or regulatory requirements
applicable to the Premises which must be satisfied to enable
Tenant to use the Premises for Tenant's purposes.
(f) Tenant shall pay to the Landlord a security deposit in the
amount of $4,000 which Landlord shall retain as security for the
performance of the Tenant's obligations hereunder. Such deposit
shall be returned to the Tenant within thirty (30) days after
the end of the term of this Lease provided the Premises at such
time are in the same condition as they are now in, reasonable
wear and tear and damage by casualty only excepted, and the
Tenant is not otherwise in default hereunder. Landlord shall not
be liable to Tenant for any interest on such payment, shall not
be obligated to escrow or segregate such amount, and shall not
be liable to account for such amount to Tenant until termination
of this Lease.
(g) All property of any kind which may be on the Premises (whether
belonging to the Tenant or to third persons) shall be at the
sole risk of Tenant or those claiming by, through or under
Tenant, and Landlord shall not be liable to Tenant for any
injury, loss or damage to any person or property on the Premises
in any event.
9. ASSIGNMENT: The Landlord agrees that the Tenant may sublet all or any
part of the Premises or of the building thereon, or may assign this Lease, but
only with the written consent of Landlord, which will not be unreasonably
withheld, at any time or times during either the original term or any option
period. Notwithstanding any such assignment or subletting, the Tenant shall
remain directly liable for the performance of all lease obligations under this
lease, including without limitation the payment of rent and other sums due
hereunder.
10. ALTERATIONS.
(a) Tenant shall have the right to make such non-structural
alterations, additions and improvements to the Premises as may
be necessary or desirable for its business provided that in each
instance Tenant shall obtain
Landlord's prior written consent thereto which shall not be
unreasonably withheld. No other alterations, additions and
improvements shall be permitted without the prior written
consent of Landlord which may be withheld in Landlord's sole
discretion.
(b) Tenant shall, before making any alterations, additions or
improvements at its own expense obtain all permits, approvals
and certificates required by any governmental authority and
shall promptly deliver copies of same to Landlord. Tenant shall
cause Tenant's contractors and subcontractors to carry such
worker's compensation, general liability and personal and
property damage insurance as Landlord may reasonably require.
Tenant agrees to hold Landlord free and harmless from any
liability for labor or materials supplied for such work and
shall keep the Premises free from mechanics or similar liens of
any kind by obtaining waivers thereof and by removing or bonding
any lien filed, within ten (10) days from receipt of notice of
the filing thereof.
(c) Any and all alterations, additions or improvements to the
Premises made by the Tenant during the term of this Lease shall
become the property of the Landlord without payment therefor by
the Landlord.
11. INDEMNIFICATION AND LIABILITY:
(a) Tenant shall indemnify and save Landlord and any holder of any
mortgage on the Premises harmless from all loss and damage
arising in any way out of Tenant's use or occupation of the
Premises, including any reasonable attorney fees or other costs
incurred to enforce this provision. Tenant's obligation under
this provision shall survive the termination of this Lease.
(b) Tenant shall not permit and shall take reasonable steps to
prevent any parking on the Premises except by employees, agents
and business invitees of Tenant or any assignee or subtenant of
Tenant, and without
any assignee or subtenant of Tenant, and without limiting in any
way Tenant's obligations under subsection (a) of this Section
11, Tenant shall be fully responsible for and shall indemnify
and hold Landlord harmless from any loss or liability, including
any attorney's fees, whether incurred to enforce this indemnity
or otherwise, arising from any parking on the Premises, whether
permitted or otherwise.
12. DESTRUCTION BY CASUALTY:
(a) If the Premises are partially damaged or destroyed by storm,
fire, lightening, earthquake or other casualty, but are still
usable by Tenant for the conduct of its business in
substantially the same manner as it was conducted immediately
prior to such damage or destruction, the basic rental hereunder
shall be adjusted to take into account the value of any leased
space lost as a result of the damage or destruction. Said rental
adjustment shall apply until the damage is repaired or the
destroyed areas are restored by Landlord (if Landlord opts to
effect such repairs or restoration). If the damage or
destruction is so extensive as to render the Premises not
suitable for the said conduct of Tenant's business, this Lease
shall terminate thirty (30) days after the date of such damage
or destruction, unless within said thirty (30) days Landlord by
notice either delivered to Tenant or mailed to Tenant by
certified mail, return receipt requested (and postmarked within
the aforesaid thirty- day period) informs Tenant of its
intention to repair or restore the Premises, in which event
Landlord shall have sixty (60) days measured from the date of
the damage or destruction to commence repair or restoration to
render the Premises tenantable. During the period of such
repairs or restoration the rent hereunder shall be abated in its
entirety, except to the extent Tenant
is able to use the Premises, in which event the rent shall be
adjusted to reflect such use. If the Landlord shall not commence
repair or restoration with said sixty (60) days or shall not
thereafter diligently pursue such repair or restoration to
completion, Tenant shall have the right to terminate this Lease
by written notice delivered to Landlord or mailed to Landlord by
certified mail, return receipt requested, within fifteen (15)
days after the expiration of said sixty (60) day period or of
the failure (which shall then be continuing) by the Landlord to
diligently pursue such repair or restoration, as the case may
be. Tenant hereby irrevocably transfers, sets over and assigns
to Landlord all Tenant rights in and to the insurance proceeds
payable on account of damage or destruction to the Premises. If
Landlord shall so elect to repair or restore, Tenant shall
immediately pay over to Landlord any such proceeds which may be
paid to it directly or to it and Landlord jointly.
13. EMINENT DOMAIN:
(a) If the entire Premises shall be taken for public or quasi-public
purposes, then this Lease shall terminate as of the date Tenant
shall be required by law to vacate the Premises and surrender
them to the authority making the taking.
(b) If such portion of the Premises shall be taken as to render the
Premises unsuitable for the continuance of Tenant's business in
substantially the same manner as the same was being conducted
immediately prior to such taking, then Tenant shall have the
right to terminate this Lease by giving written notice to
Landlord within thirty (30) days after receipt of Notice of
Entry for purposes of effectuating the taking. If the costs of
repairing or restoring the Premises after a partial taking is
more than twenty (20%) percent of their value
immediately prior to such taking, Landlord may at its option
terminate this Lease by written notice to Tenant within thirty
(30) days after the date of the taking.
(c) If this Lease shall not be so terminated, Landlord shall restore
the Premises with all reasonable dispatch to as close as
possible to the condition the Premises were in immediately prior
to said taking. Any provision of this subsection (c) to the
contrary notwithstanding, Landlord shall not be required to
restore if Landlord's mortgagees shall refuse to permit
application of Landlord's condemnation proceeds towards the
costs of such restoration.
(d) If the Premises, or any part thereof, shall be rendered
untenantable and the Lease is not terminated, the rent herein
reserved or a just and proportionate part thereof, shall be
suspended or abated according to the nature and extent of the
taking from the date of such taking until the Premises shall be
restored, and if after such restoration the Premises are smaller
than they were prior to the taking or the utility thereof to
Tenant otherwise diminished, the annual rent shall be equitably
reduced.
(e) In the event of any such taking, the proceeds thereof shall be
payable to Landlord or Landlord's first mortgagee, if so
required by the applicable terms of the mortgage and Tenant
shall have absolutely no right or interest in any award. Tenant
hereby irrevocably appoints Landlord as its attorney in fact for
purposes of collecting any such condemnation award and dealing
with all governmental authorities with respect thereto. This
power of attorney is coupled with an interest and hence is
irrevocable.
(f) If Landlord shall be obligated to repair or restore as
aforesaid, and if the Premises are restored within four (4)
months after the date of such
taking, then Tenant may, in addition to all other rights and
remedies it may have, terminate this Lease.
14 TENANT'S FAILURE TO PERFORM:
(a) If Tenant shall at any time fail to pay any tax or assessment as
required in this Lease or to take out, of pay for, maintain or
deliver any of the insurance policies provided for in this
Lease, or shall fail to make any other payment or perform any
other act on its part to be made or performed under this Lease,
then Landlord, after thirty (30) days' written notice to Tenant,
except when other notice is expressly provided for in this Lease
(or without notice in case of an emergency), and without waiving
or releasing Tenant from any obligation of Tenant contained in
this Lease, may (but shall be under no obligation to)
(l) Pay any tax or assessment so payable by Tenant; or
(2) Take out, pay for and maintain any of the insurance
policies provided for in this Lease; or
(3) make any other payments or perform or cause to be
performed any act on Tenant's part to be made or
performed as in this Lease provided;
and may enter upon the Premises for any such purpose, and take
all such action thereon as may be necessary therefor.
(b) All sums so paid by Landlord and all costs and expenses incurred
by Landlord in connection with the performance of any such act,
together with interest thereon at the rate of 14% per annum or
such lesser rate as may at the time be the maximum rate
permitted by law, from the respective dates of Landlord's making
of such payments or incurring of each such cost and expense,
shall be paid by Tenant to Landlord on demand as if the same
were additional rent hereunder (and nonpayment of which shall
have the consequences as nonpayment of rent).
15. MECHANIC'S LIENS: Notice is hereby given that Landlord shall not
be liable for any labor or materials furnished, or to be
furnished to the Tenant and no mechanic's liens or other liens
for any such labor or materials shall, except as otherwise
required by law, attach to or affect the reversionary or other
estate or interest of Landlord in and to the Premises. Tenant
further agrees to indemnify and hold harmless Landlord against
any and all costs it may suffer on account of the same. 16.
16. LANDLORD'S ACCESS: Tenant agrees that Landlord upon reasonable
advance notice to Tenant (or without notice in case of
emergency) may enter upon the Premises at reasonable hours so as
not to unduly interfere with the normal conduct of Tenant's
business (or at any time in case of emergency) for the purposes
of inspecting the same and making repairs thereto as it may be
required or permitted to do under the terms of this Lease.
Landlord shall have the right, during the last year of the term
hereof or after Tenant has failed to exercise any renewal
option, to place signs upon the Premises indicating they are for
sale or for rent, and to enter the Premises and to exhibit the
same for the purposes of sale or mortgage and to exhibit the
same to any prospective Tenant.
17. EXPIRATION OF TERM:
(a) Tenant at the expiration of the term hereof, or at any
prior termination as herein provided, shall peaceably
yield up the Premises and all additions, improvements
and alterations made thereupon in the same condition and
repair as the same were in at the commencement of this
Lease, or may have been put in thereafter, reasonable
wear and use, damage by fire or other casualty or by
excepted.
(b) Tenant and those claiming by, through or under Tenant,
shall prior to the expiration of this Lease or prior
termination thereof remove its personal property, trade
fixtures and any equipment installed by it from the
Premises, provided that if such removal causes any
damage to the Premises, Tenant shall promptly repair the
same
(c) Any property, fixtures or equipment of Tenant's
remaining on the Premises after said expiration or
termination may be removed and disposed of by Landlord
as Landlord shall determine, and Landlord may charge the
cost of such removal and any repairs or replacements to
the Tenant, and may retain the proceeds or other
consideration of any sale or other disposition of such
items.
18. HOLDING OVER: In the event that Tenant, or anyone claiming by, through
or under Tenant, or if any property, fixtures or equipment of any such person
shall remain on the Premises after the termination of this Lease or any
renewals, extensions or modifications thereof, or if any repairs to the Premises
for which any such person is responsible are commenced but not completed prior
to such termination or if Landlord notifies tenant in writing within 15 days
after such termination that there are repairs required for which Tenant is
responsible and Tenant has an obligation to make such repairs, this shall be
deemed to be a tenancy by such person from month to month subject to all the
terms and conditions hereof as may be applicable, including but not limited to
the payment of taxes and utilities, provision of insurance, making repairs and
maintaining the Premises.
19. SIGNS: No signs, billboards, posters or advertising material of any type
or description shall be erected or kept on the Premises except in accordance
with local laws, regulations and ordinances.
20. DEFAULT AND TERMINATION OF LEASE. If the rent herein reserved shall not
have been paid when due, and shall remain unpaid for ten (10) days after written
notice by Landlord to Tenant; or if any of the other covenants, conditions and
obligations of Tenant under this Lease shall not be performed within thirty (30)
days after written notice by Landlord to.
Tenant thereof, or if by the nature of said default more than thirty (30) days
shall be required to cure the same, if such curative action is not commenced
within thirty (30) days and diligently pursued thereafter until completed; or in
the event that Tenant shall be adjudicated a bankrupt or should a permanent
receiver in insolvency or permanent trustee in bankruptcy of Tenant be appointed
and said appointment shall not have been vacated within sixty (60) days, or
should Tenant make a general assignment for the benefit of creditors, or file a
voluntary petition for bankruptcy, then and in each such case, at Landlord's
option, and to the extent allowed by law, but only during the continuance of
such default or event of insolvency or bankruptcy, Landlord may declare the term
of this Lease ended and enter into the Premises or any part thereof, whether
with or without process of law, expel Tenant or any person or persons occupying
in or upon said Premises, using such force as may be necessary to do so, and so
repossess and enjoy the said Premises as if Landlord's former estate, without
being guilty of trespass, forcible entry, detainer or other tort.
21. ADDITIONAL REMEDIES ON DEFAULT: Notwithstanding any termination pursuant
to Section 20 above or any entry or re-entry by Landlord, Tenant agrees to pay
and be liable for on the days originally fixed herein for the payment thereof,
amounts equal to the several installments of rent and any other charges herein
reserved as they would, under the terms of this Lease become due if this Lease
had not been terminated or if Landlord had not entered or re-entered as
aforesaid, and whether the Premises be relet or remain vacant in whole or in
part or for a period less than the remainder of the term, or for the whole
thereof; but in the event the Premises be relet, in whole or in part, by
Landlord, Tenant shall be entitled to a credit in the net amount of rent
received by the Landlord in reletting, after deduction of reasonable expenses
incurred in reletting the Premises and in collecting the rent in connection
therewith. Tenant shall also be liable to Landlord for all expenses (including
reasonable
attorneys' fees) incurred by Landlord in enforcing its rights under this Lease
in the event of a default by Tenant, and such expenses may also be deducted from
any credit due Tenant on account of any reletting by Landlord.
22. ESTOPPEL CERTIFICATE: Upon not less than fifteen (15) days prior written
request, Landlord and Tenant agree, each in favor of the other to execute,
acknowledge and deliver a statement in writing certifying that this Lease is
unmodified and in full force and effect (or, if there have been any
modifications that the same are in full force and effect as modified and stating
the modifications), and the dates to which the basic rent hereunder and other
charges have been paid and any other information reasonably requested. Any such
statement delivered pursuant to this paragraph may be relied upon by any
prospective purchaser, mortgagee or lending source.
23. MORTGAGES: Landlord shall pay when due all payments on account of
mortgages affecting the Premises If Landlord shall fail to make such payments,
Tenant may, after ten (10) days notice to Landlord, during which period Landlord
shall fail to make such payment, make the payment required of Landlord for the
benefit of Landlord and Landlord agrees to repay the same to Tenant immediately
upon demand and if not, Tenant shall have the right to deduct the same from
rentals or other sums then payable and/or thereafter accruing under the terms of
this Lease.
24. SUBORDINATION: This Lease will be subject and subordinate to any first
mortgage hereafter placed upon the Premises to any bank, insurance company or
institutional lender of the like.
25. COVENANT OF QUIET ENJOYMENT: Landlord covenants that upon Tenant's
paying the rent herein reserved and performing and observing all the other
covenants to be performed and observed on the part of Tenant, Tenant may
peaceably and quietly have, hold and enjoy the Premises throughout the full term
of this Lease
without any manner of hindrance or molestation from Landlord or anyone claiming
under Landlord.
No mortgage shall be placed by Landlord on the Premises unless the
mortgagee enters a non-disturbance agreement with respect to this Lease which
reasonably protects Tenant's rights under this Lease.
26. DISPUTES: It is agreed between the parties that if at any time a dispute
should arise as to the propriety or necessity of Tenant making any payment or
performing any obligations required hereunder, Tenant may pay or perform the
same under protest and such payment or performance under protest shall not be
considered to be voluntary on the part of Tenant.
27. ASSENTS: No assent, express or implied, by one party to any breach of
any covenant or condition herein contained on the part of the other to be
performed or observed, and no waiver, express or implied, of or failure by one
party to insist on the other's prompt performance or observance of any such
covenant or condition, shall be deemed to be a waiver of or assent to any
succeeding breach of same, or any other covenant or condition, and, except as
provided herein, any party may assert its rights and remedies hereunder without
any prior or additional notice to the other that it proposes to do so The
payment by Tenant and acceptance by Landlord of rent or other payment hereunder
or silence by either party as to any breach shall not be construed as waiving
any of such party's rights hereunder unless such waiver is in writing. No
payment by Tenant or acceptance by Landlord of a lesser amount than shall be due
Landlord from Tenant shall be deemed to be anything but payment on account, and
the acceptance by Landlord of a check for a lesser amount with an endorsement or
statement thereon or upon a letter accompanying said checks hall not be deemed
an accord and satisfaction, and Landlord may accept said check without prejudice
to recover the balance due or pursue any other remedy which may be available to
Landlord. No waiver, change, modification or discharge by either party hereto of
any provision in this Lease shall be deemed to have been made or shall be
effective unless expressed in writing and signed by both Landlord and Tenant.
28. CUMULATIVE RIGHTS: Any and all rights and remedies which either party
may have hereunder shall be cumulative and the exercise of any one of such
rights shall not bar the exercise of any other right or remedy which said party
may have. In addition to the other remedies in this Lease provided, Landlord and
the holder of any mortgage shall each be entitled to the restraint by injunction
of the violation or attempted or threatened violation of any of the covenants,
conditions or provisions of this Lease or to a decree compelling performance of
any such covenants, conditions or provisions.
29. NOTICES: All notices, demands and requests which may or are required to
be given by either party to the other shall be in writing. All notices, demands
and requests to Tenant shall be deemed to have been properly given when served
personally on an officer of Tenant or when sent by registered or certified mail,
postage prepaid, addressed to Tenant at 23 Market Street, Ipswich, MA 01938, or
at such other place as Tenant may from time to time designate in a written
notice to Landlord and such holder. All notices, demands and requests to
Landlord shall be deemed to have been properly given if served personally or
when sent by registered or certified mail, postage prepaid to Landlord at 397
Farnum Street, North Andover, MA 01845-5611, or at such other place or places as
Landlord may from time to time designate in a written notice to Tenant.
30 SHORT FORM: The parties hereto agree that upon request by either party,
the other party will execute whatever instruments may be necessary for the
recording of a short form or notice of this Lease, and any amendments or
modifications thereof.
31. BINDING EFFECT: This Lease shall be binding upon and inure to the
benefit of all administrators, executors, personal representatives, heirs,
successors and permitted assigns, including all permitted sublessees, of the
parties hereto. Each sublessee or assignee shall as a precondition to Landlord's
approval of Tenant's subletting the Premises or assigning this Lease execute
such written instrument's) as Landlord shall reasonably require evidencing its
agreement to be bound by each and every term of this Lease, provided that such
an agreement shall not unless specifically provided operate to release Tenant
form its obligations hereunder.
32. GENERAL PROVISIONS:
(a) This instrument contains the entire and exclusive agreement
between the parties and supersedes and terminates all prior or
contemporaneous arrangements, understandings and agreements,
whether oral or written. This Lease may not be amended or
modified, except by a writing executed by Landlord and Tenant
and approved by any first mortgagee.
(b) In construing this Lease, feminine or masculine pronouns shall
be substituted for those of neuter form and vice versa, and the
plural for singular and singular for plural in any place where
the context may require.
(c) This Lease shall be governed by and interpreted in accordance
with the laws of the Commonwealth of Massachusetts. In the event
any provision of this Lease shall be determined to be invalid or
unenforceable under applicable law such provision shall, insofar
as possible, be construed or applied in such manner as will
permit enforcement; otherwise this Lease shall be construed as
if such provision had never been made part hereof.
(d) The headings used herein are used only for convenience of
reference and are not to be considered a part of
this Lease or to be used in determining the intent of the
parties hereto.
33. FIRST REFUSAL: If, at any time during the term of this lease, the
Landlord shall receive a bona fide written offer from any party to
purchase the Premises subject to the terms of this Lease, which offer
the Landlord desires to accept, the Landlord shall give written notice
to the Tenant of such offer, setting forth all the terms, conditions and
provisions of the same. If, within fifteen (15) days after receipt of
such notice and information, the Tenant shall desire to enter into an
agreement with the Landlord on all the same terms and conditions as such
offer, then the Landlord shall promptly enter into an agreement with the
Tenant for the sale of the Premises to the Tenant on all such terms and
conditions. If, however, the Tenant shall not so notify the Landlord
within fifteen (15) days after receipt of advice of such offer and all
of its terms and conditions, then the Landlord shall be free to sell the
Premises, but only in accordance with the terms of such offer, subject,
however, to this Lease and all of its terms and conditions, including,
without limitation, this Right of First Refusal.
34. GOVERNMENT APPROVALS: This Lease is contingent upon the Tenant obtaining
all necessary written approvals and permits from all applicable
government authorities, whether federal, state or local, including
without limitation any approvals and permits for the use of the Premises
as a location for a branch bank together with a drive in facility. If
the Tenant is unable to obtain any of the aforesaid approvals or permits
within four (4) months after the execution of this Lease, then in such
event the Tenant at any time after the execution of this Lease shall
have the right to terminate this Lease by written notice to that effect
to the Landlord, whereupon this Lease shall be of no further force or
effect, the Security Deposit shall be returned in accordance with the
provisions of Section 8 (e), and neither party hereto shall have any
further rights against the other party at either
law or equity. If the Lease is not terminated within such four (4) month
period, this Lease shall remain in full force and effect. If Tenant
terminates this Lease pursuant to this Section, Tenant shall owe rent
for any period from the execution of this Lease until the time of
termination and shall not be entitled to any refund of rent covering
such period.
35. EXPIRATION OF BANKBOSTON LEASE: It is hereby agreed between the Parties
hereto that upon the expiration of the BankBoston Lease on or before October 24,
2002, that this Lease shall continue in full force and effect and become the
sole Lease on the Premises.
IN WITNESS WHEREOF, the Landlord and the Tenant have duly executed,
sealed and delivered this instrument, the day and year first above written.
LANDLORD OWNER:
IN WITNESS WHEREOF, the Landlord and the Tenant have duly executed,
sealed and delivered this instrument, the day and year first above written.
LANDLORD
OWNER:
/s/ William J. Tinti /s/ Linda Farnum
- ----------------------------------- ---------------------------------------
Linda Farnum
ASSIGNEE:
/s/ William J. Tinti /s/ Benjamin Farnum
- ----------------------------------- ---------------------------------------
Benjamin Farnum
TENANT
IPSWICH SAVINGS BANK
/s/ William J. Tinti By: /s/ David L. Grey
- ----------------------------------- ---------------------------------------
Its: President and not individually
EXHIBIT A
CONSENT TO LEASE AND SUBLEASE
BankBoston, N.A., a national banking association having a principal
office at One BankBoston Place, Waltham, Massachusetts, as Assignor under a
certain Assignment and Assumption of Lease dated December 3, 1997 recorded with
Middlesex South Land Registration Office as Document No. 1052778 relating to
property on 47O Main Street, Reading, Massachusetts hereby provides consent as
required by Section 9 of said Assignment and Assumption of Lease to the
subsequent assignment and subletting under the Lease to the Ipswich Savings Bank
and this instrument shall constitute the prior written consent necessary from
BankBoston, N.A. under said Section to the Lease and Sublease of June 12, 1998
to the Ipswich Savings Bank
BANKBOSTON, N.A.
By: /s/ John C. Duffy June 5, 1998
- ----------------------------------- -----------------------------------
John C. Duffy, Director Date
Retail Facilities Management
/s/ June 5, 1998
- ----------------------------------- -----------------------------------
Witness Date Date
EXHIBIT B
A certain parcel of registered land situated on Main Street, Reading,
Middlesex County, Commonwealth of Massachusetts, bounded and described as
follows:
EASTERLY by Main Street, seventy-seven and 48/100 feet;
SOUTHERLY by land now or formerly of Grace T Laing, one hundred thirty-seven
and 06/100 feet;
WESTERLY by Ash Street, eighty-three and 83/100 feet; and
NORTHERLY by lands now or formerly of George Warren Rushton et al, and of
Viola A. Miller et al Trustees, one hundred thirty-nine and 40/100
feet.
All of said boundaries have been determined by the Land Court to be
located as shown on a plan, as modified and approved by the Land Court, filed in
the Land Registration Office, a copy of a portion of which is filed in the
Registry of Deeds for the South Registry District of Middlesex County in
Registration Book 411, Page 25, with Certificate No. 61643, (Plan No. 20154A)
NOTICE OF LEASE
In accordance with the provisions of Massachusetts General Laws,
Tercentenary Edition, Chapter 183, Section 4, as amended, notice is hereby given
of the Lease hereinafter referred to:
PARTIES TO LEASE:
- -----------------
LESSOR: Linda Farnum, Owner
Benjamin Farnum, Assignee
Both of North Andover, Massachusetts
LESSEE: Ipswich Savings Bank
of Ipswich, Massachusetts
DATE OF EXECUTION OF LEASE:
- ---------------------------
June 12, 1998
DESCRIPTION OF PREMISES DEMISED (in the form contained in the Lease):
- -------------------------------
A certain parcel of registered situated on Main Street, Reading,
Massachusetts, and bounded and described as set forth on Exhibit B
annexed to the lease and made a part thereof by reference, a copy of
which Exhibit B is also annexed to this Notice of Lease, said demised
premises being the same premises as are described in Certificate of
Title No. 198413 in the name of said Linda Farnum filed with the South
Registry District of Middlesex County, Book 1122 Page 63.
TERM OF LEASE:
- --------------
The original term of said lease shall be five (5) years commencing on
June 12, 1998, subject however to earlier termination of said lease as
therein provided
RIGHTS OF EXTENSION OR RENEWAL:
- -------------------------------
Lessee is granted three (3) options to extend said term for further
successive periods of five (5) years each, each such option to be
exercised by written notice to Lessor at least ninety (90) days prior to
the expiration of the then existent term, and upon the giving of such
notice, without any further instrument, lease or agreement, this lease
shall be extended, and the demised premises shall be deemed and
considered to have been demised by Lessor to Lessee for the additional
term of the option period beginning immediately upon the expiration of
the then existent term upon the same terms and conditions as are set
forth in the lease for the original term, except as otherwise provided
in said lease as to rent.
RIGHT OF FIRST REFUSAL:
- -----------------------
Lessee is granted a right of first refusal to purchase the demised
premises upon the terms and conditions set forth in said lease.
WITNESS
-------
the execution hereof under seal by said parties to said Lease this 12th
day of June, 1998
Witnesses to signatures: LESSOR:
/s/ William J. Tinti /s/ Linda Farnum
- ----------------------------------- ---------------------------------------
Linda Farnum
/s/ William J. Tinti /s/ Benjamin Farnum
- ----------------------------------- ---------------------------------------
Benjamin Farnum
LESSEE:
IPSWICH SAVINGS BANK
/s/ William J. Tinti By: /s/ David L. Grey
- ----------------------------------- President and not individually
---------------------------------------
Its: President and not individually
COMMONWEALTH OF MASSACHUSETTS
Essex, ss. June 12, 1998
Then personally appeared the above-named Linda Farnum, and acknowledged the
foregoing instrument to be her free act and deed, before me,
William J. Tinti
--------------------------
Notary Public
My Commission Expires: 6/28/2000
COMMONWEALTH OF MASSACHUSETTS
Essex, ss. June 12,1998
Then personally appeared the above-named Benjamin Farnum, and acknowledged
the foregoing instrument to be his free act and deed, before me,
Willia J. Tinti
-----------------------------------
Notary Public
My Commission Expires: 6/28/2000
COMMONWEALTH OF MASSACHUSETTS
Essex, ss. June l2,1998
Then personally appeared the above-named David L. Grey of Ipswich
Savings Bank, and acknowledged the foregoing instrument to be his free act and
deed and the free act and deed of said Bank, before me
William J. Tinti
-----------------------------------
Notary Public
My Commission Expires: 6/23/2000
EXHIBIT B
A certain parcel of registered land situated on Main Street, Reading,
Middlesex County, Commonwealth of Massachusetts, bounded and described as
follows:
EASTERLY by Main Street, seventy-seven and 48/100 feet;
SOUTHERLY by land now or formerly of Grace T. Laing, one hundred
thirty-seven and 06/100 feet;
WESTERLY by Ash Street, eighty-three and 83/100 feet; and
NORTHERLY by lands now or formerly of George Warren Rushton et al, and
of Viola A. Miller et al Trustees, one hundred thirty-nine and
40/100 feet.
All of said boundaries have been determined by the Land Court to be
located as shown on a plan, as modified and approved by the Land Court, filed in
the Land Registration Office, a copy of a portion of which is filed in the
Registry of Deeds for the South Registry District of Middlesex County in
Registration Book 411, Page 25, with Certificate No. 61643, (Plan No. 20154A)
OPTION TO LEASE REAL ESTATE
This Agreement made this 14th day of April, 1998, by and
between Linda Farnum, owner and Benjamin Farnum, assignee of Lease of
North Andover, MA (the "Lessors") who warrant that they are the owners
and assignee and hold together the entire title interest in certain
property located at 470 Main Street in Reading, MA and Ipswich Savings
Bank of Ipswich, MA (collectively the "Lessee").
In consideration of the covenants hereinafter contained, the
sum of Four Thousand ($4,000) Dollars paid by the Lessee to the Lessors
herewith and for other good and valuable consideration, the parties
agree as follows:
1. The Lessors hereby grant to the Lessee the option to Lease the
premises located at 47O Main Street in Reading, MA, ("Property") as
shown on a plan recorded with the Land Registration Office for
Middlesex South District Registry of Deeds in Registration Book 41l,
Page 25, more particularly described in Exhibit A attached hereto (the
"Premises") for $4,000 per month for a term of five years with three
additional five year options to extend; such option to be exercised by
notice in writing to the Lessor on or before June 14, 1998; provided
that the Lessee has obtained consent from BankBoston to the leasing of
the Property by the Lessee under the terms of a certain Lease, Notice
of which Lease was recorded with said Deeds on November 17, 1977 as
Document No. 568271 and Amendment of Lease recorded with said Deeds on
December 3, 1997 as Document No. 1052779 all attached hereto as Exhibit
"B", and the Assignment and Assumption of Lease dated December 3, 1997
recorded as Document No. 1052778 between the Lessor and BankBoston
attached hereto as Exhibit "C".
2. Lessors represent and warrant that there are no other
communications, agreements, undertakings, contracts or obligations
which would affect, relate to or impact on this Option Agreement or the
subsequent Lease to the Lessee except for said BankBoston Lease, Notice
of Lease, Amendment of Lease and Assignment and Assumption of Lease all
of which have been attached hereto as Exhibits "B" and "C".
Specifically, Lessors warrant and represent that BankBoston has no
other right, claim or legal standing in regard to a Lease from Lessors
to Lessee of the Property, except for Section 9 of said Assignment and
Assumption of Lease which requires BankBoston's prior written consent
to any assignment or subletting which consent may not be unreasonably
withheld.
3. If Lessee exercises the option to Lease, the Lessee and the
Lessor shall forthwith execute a Commercial Lease Agreement mutually
satisfactory to both parties ("Lease") with rent at $4,000 per month
and one-half the option payment consisting of $2,000 shall be applied
to the first month's rental under the Lease. The Lease shall be a
triple net Lease; shall include a rent escalation at 5% or Consumer
Price Index whichever is higher at every two and one-half year
intervals; provide for Lessor consent to any repairs or alterations,
allow Lessee to assign or sublet without limitation except for Lessor
approval which shall not be reasonably withheld and include a right of
first refusal to purchase the Premises and the Property in favor of the
Lessee. If Lessee does not exercise the option to lease, this Option
shall terminate, the $4,000 shall be retained by the Lessor and there
shall be no further recourse by either party.
WITNESS the execution hereof under seal.
/s/ Linda Farnum, /s/ Benjamin Farnum
----------------------------- -----------------------------
Linda Farnum, Lessor Benjamin Farnum
Assignee of Lease
IPSWICH SAVINGS BANK
/s/ David L. Grey
----------------------------
By: David L. Grey, President
EXHIBIT A
A certain parcel of registered land situation on Main Street, Reading,
Middlesex County, Commonwealth of Massachusetts, bounded and described as
follows:
EASTERLY by Main Street, seventy-seven and 48/100 feet;
SOUTHERLY by land now or formerly of Grace T. Laing, one hundred
thirty-seven and 06/l00 feet;
WESTERLY by Ash Street, eighty-three and 83/100 feet; and
NORTHERLY by lands now or formerly of George Warren Rushton et al, and
o(pound) Viola A. Miller et al Trustees, one hundred
thirty-nine and 40/1O0 feet.
All of said boundaries have been determined by the Land Court to be
located as shown on a plan, as modified and approved by the Land Court, filed in
the Land Registration Office, a copy of a portion of which is filed in the
Registry of Deeds for the South Registry DistrIct of Middlesex County in
Registration Book 411, Page 25, with Certificate No. 61643.
EXHIBIT B
NOTICE OF LEASE
In accordance with the provisions of Massachusetts General Laws,
Tercentenary Edition, Chapter 183, Section 4, as amended, notice is hereby given
of the Lease hereinafter referred to.
PARTIES TO LEASE:
-----------------
LESSOR - NETTIE A. HUMPHREYS of North Andover, Massachusetts.
LESSEE - OLD COLONY BANK AND TRUST COMPANY OF MIDDLESEX COUNTY
DATE OF EXECUTION OR LEASE:
- ---------------------------
October 25, 1977.
DESCRIPTION OF PREMISES DEMISED (in the form contained in the Lease):
- --------------------------------
A certain parcel of registered land situated on Main Street, Reading,
Massachusetts, and bounded and de- scribed as set forth on Exhibit A
annexed to the lease and made a part thereof by reference, a copy of
which Exhibit A is also annexed to this Notice of Lease, said demised
premises being the same premises as are described in Certificate of
Title No.153422 in the name of said Nettie A. Humphreys filed with the
South Registry district of Middlesex County.
TERM OF LEASE:
- --------------
The original term of said lease shall be twenty (20) years commencing
on October 25, 1977, subject however to earlier termination of said
lease as therein provided.
RIGHTS OF EXTENSION OR RENEWAL:
- -------------------------------
Lessee is granted four (4) options to extend said term for further
successive period of five (5) years each. each such option to be
exercised by written notice to Lessor at least ninety (90) days prior
to the expiration of the then existent term of said lease, and upon the
giving of such notice, without any further instrument, lease or
agreement, said lease shall be extended, and the demised premises shall
be deemed and considered to have been demised by Lessor to Lessee for
the additional term of the option period beginning immediately upon the
expiration of the then existent term upon the same terms and conditions
as are set forth in the lease for the original term, except as
otherwise provided in said lease as to rent.
RIGHT OF FIRST REFUSAL:
- -----------------------
Lessee is granted a right of first refusal to purchase the demised
premises upon the terms and conditions set forth in said lease.
WITNESS the execution hereof under seal by said parties
to said Lease this 18th day of November , 1977. Witnesses to
signatures:
Johm P. Mullerland By /s/ Nettie A. Humphreys
- ----------------------------- ---------------------------------------
LESSOR NETTIE A. HUMPHREYS
OLD COLONY BANK AND TRUST COMPANY
OF MIDDLESEX COUNTY
/s/ LESSEE By /s/ Bernard P. Murphy
- --------------------------- ---------------------------------------
Its Senior Vice President and Treasurer
COMMONWEALTH OF MASSACHUSETTS
ESSEX ,SS. 18 November , 1977
Then personally appeared the above-named NETTIEA. HUMPHREYS, and
acknowledged the foregoing instrument to be her free act and deed, before me,
/s/ John P. Mulholland
----------------------
Notary Public
John P. Mulholland
My commission expires: 28 April 1978
COMMONWEALTH OF MASSACHUSETTS
MIDDLESEX ,SS. 12 January , 1978
Then personally appeared the above-named BERNARDP. MURPHY of OLD COLONY
BANK AND TRUST COMPANY OF MIDDLESEX COUNTY, and acknowledged the foregoing
instrument to be his free act and deed and the free act and deed of said Trust
Company, before me,
/s/
-----------------------------------
Notary Public
My commission expires:July 25, 1980
RE: Certificate of Title No. 198413, filed Book 1122, Page 63, Middlesex South
Land Registration Office, Memoranda of Encumbrances, Document 568271, Notice of
Lease, Option to Purchase and Vote, dated Nov. 16, 1977 and registered March 24,
1978.
AMENDMENT OF LEASE
This Agreement is made this 3rd day of December, 1997, by and among
BankBoston, N.A., a national banking association having a principal office at
One BankBoston Place, Waltham, Massachusetts 02154 ("Tenant") and Linda Farnum
of 397 Farnum Street, North Andover, Massachusetts 01845 ("Landlord").
WHEREAS, Landlord, as successor to Nettie A. Humphreys, is landlord,
and Tenant, as successor to Old Colony Bank and Trust Company of Middlesex
County, is tenant under a lease dated October 25, 1977, as the same may have
been extended by Tenant's letter of Landlord of July 17, 1997, with respect to
the premises at 470 Main Street, Reading, Massachusetts (the "Lease"), and
WHEREAS, Landlord and Tenant wish to amend the Lease.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby covenant and agree
as follows:
1. The second sentence of Article IV of the Lease is deleted in its
entirety and the following substituted therefor:
"The Tenant is also granted one(1) renewal option to extend said term
for a period office (5) years, such option to be exercised by written
notice to Landlord at least ninety (90) days prior to the expiration of
the original term of twenty (20) years, and upon the giving of such
notice, without any further instrument, lease or agreement, this lease
shall be extended, and the demised premises shall be deemed and
considered to have been demised by Landlord to Tenant for the
additional five years beginning immediately upon the expiration of the
original term upon the same terms and conditions as are set forth in
this lease for the original term, except as hereinafter otherwise set
forth in ARTICLE V hereof. Unless the parties otherwise agree in
writing, subject to the terms of ARTICLE XVI, in no event shall the
term of this lease extend beyond October 24, 2002."
2. Except as amended, the terms and conditions of the Lease shall
remain in full force and effect.
3. This Agreement may be executed in counterparts.
IN WITNESS THEREOF, Landlord and Tenant, have hereby caused these
presents to be duly signed and sealed as of the date first-above written.
Landlord:
/s/ Linda Farnum
---------------------------------
Linda Farnum
Tenant:
BankBoston, N.A.
By: /s/ John C. Duffy
---------------------------------
John C. Duffy, Director
Retail Facilities Management
Signed 6/28/97
COMMONWEALTH OF MASSACHUSETTS
Essex , 88. December 3, 1997
Then personally appeared the above-named Linda Farnum and acknowledged
the foregoing instrument to be her free act and dead, before me, Notary Public
CHERYL A. McELDOWNEY
--------------------
Notary Public
My Commission Expires May 22, 2000
COMMONWEALTH OF MASSACHUSETTS
Middlesex ,ss. November 26, 1997
Then personally appeared the above-named John C. Duffy on behalf of BankBoston,
N.A. and acknowledged the foregoing instrument to be the duly authorized act of
BankBoston, N.A. and as the free act and deed of himself acting as agent of and
on behalf of BankBoston, N.A., before me,
/s/ Jaime B. Fraser
-------------------
Jaime B. Fraser
Notary Public
My Commission expires Feb. 19, 2000
RE:Certificate of Title No. 198413, filed Book 1122, Page 63, Middlesex South
Land Registration Office, Memoranda of Encumbrances, Document 568271, Notice of
Lease, Option to Purchase and Vote, dated nov. 18, 1977 and registered March 24,
1978.
EXHIBIT C
ASSIGNMENT AND ASSUMPTION OF LEASE
----------------------------------
This Agreement is made this 3rd day of December, 1997 by and among
BANKBOSTON, N.A. a national banking association having a principal office at One
BankBoston Place, Waltham, Massachusetts 02154 ("Assignor") and BENJAMIN FARNUM
of 397 FarnumStreet, NorthAndover, Massachusetts 01845 ("Assignee").
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Linda H. Farnum, of 397 Farnum Street, North Andover,
Massachusetts 01845 ("Landlord") is successor to Nettie A. Humphreys who, as
landlord entered into a Lease with Assignor, as tenant, dated October 25, 1977
as the same may have been amended and as extended by Assignor's letter of July
17, 1997 to Landlord and an Amendment to Lease dated October 3, 1997 (the
"Lease"), with respect to premises in the building known and numbered as 470
Main Street, Reading, Massachusetts, a copy of which Lease is attached as
Exhibit A hereto and incorporated by reference herein; and
WHEREAS, Assignor desires to assign and Assignee desires to acquire
Assignor's interest in and to the Lease;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby covenant and agree
as follows:
1. Assignor hereby assigns, sells, transfers, conveys and
delivers unto Assignee all of Assignor's right, title and interest as tenant in,
to and under the Lease and any leasehold improvements therein, effective from
and after December 15, 1997 (the "Effective Data").
2. Assignee hereby accepts the assignment of the Lease from
Assignor and hereby assumes and agrees to perform and observe directly to the
Landlord under the Lease all the obligations, terms, covenants, and conditions
thereof to be observed or performed by Assignor thereunder from and after the
Effective Date. The obligations of Assignee shall run directly to all persons
claiming by, through or under Landlord by virtue of any existing or future
instruments affecting or encumbering the property in which the premises demised
under the Lease are located.
3. Assignor shall indemnify, defend, and hold harmless Assignee
from and against any and all loss, cost, liability, and expense (including
reasonable attorneys' fees) arising from or related to the failure by Assignor
to perform and observe any of the obligations, terms, covenants, and conditions
to be performed or observed by Assignor as tenant under the Lease prior to the
Effective Date.
4. Assignee shall indemnify, defend, and hold harmless Assignor
from and against any and all loss, cost, liability, and expense
(including reasonable attorneys' fees) arising from or related to the failure by
Assignee to perform or observe any of the obligations, terms, covenants, and
conditions to be performed or observed by Assignee as tenant under the Lease
from and after the Effective Date.
5. Assignor represents that it is not in default under the Lease,
that its leasehold interest is not encumbered by any prior transfer, assignment,
mortgage or any encumbrance, and that Assignor has full and lawful authority to
assign the Lease.
6. Assignee hereby attorns to and recognizes Landlord as landlord
under the Lease and agrees to pay all rent, additional rent and all other
charges payable after the Effective Date under the Lease directly to Landlord.
7. The right, title and interest transferred by this Agreement,
includes, without limitation, the benefits of any subordination, non-disturbance
and attornment agreement executed by the holder of any mortgage, deed of trust
or other encumbrance on the property in which the premises demised under the
Lease are located, and, to the extent applicable, any easements, rights-of-way,
privileges or other rights appurtenant to said premises.
8. Assignor represents to Assignee that (a) the Lease represents
the entire agreement between the Assignor and the Landlord, is in full force and
effect and, except as referenced herein, has not been assigned, modified,
supplemented or amended in any way; (b) the copy of the Lease attached hereto as
Exhibit A is a true, correct and complete copy of the Lease, including any and
all amendments thereto; and (c) monthly payments under the Lease are being made
on a current basis and ll monetary obligations of the Tenant under the Lease, to
the extent then due and payable, have been paid through December 31, 1997.
9. This Assignment and Assumption of Lease and any subsequent
assignment or subletting under the Lease are not permitted by the Assignee
without the prior written consent of the Assignor which consent shall not be
unreasonably withheld.
10. This Agreement may be executed in several counterparts and may
not be changed, modified, discharged or terminated orally or in any manner other
than by agreement in writing signed by the parties hereto or their respective
successors and assigns.
IN WITNESS WHEREOF, Assignor and Assignee, intending to be legally
bound, have hereby caused these presents to be duly signed and sealed as of the
3rd day of December, 1997.
ASSIGNOR:
BankBoston, N.A.
By: /s/ John C. Duffy
---------------------
John C. Duffy, Director
Retail Facilities Management
ASSIGNEE:
/s/ Benjamin Farnum
---------------
Benjamin Farnum
CONSENTOFLANDLORD
I. Linda Farnum, hereby consent to the Assignment and Assumption of
Lease of December 3, 1997 from BankBoston, N.A. to Benjamin Farnum.
Witness my hand and seal this 3rd day of December, 1997.
/s/ Linda Farnum
----------------
Linda Farnum
CONSENT TO LEASE AND SUBLEASE
BankBoston, N.A., a national banking association having a principal
office at One BankBoston Place, Waltham, Massachusetts, as Assignor under a
certain Assignment and Assumption of Lease dated December 3, 1997 recorded with
Middlesex South Land Registration Office as Document No. 1052778 relating to
property on 470 Main Street, Reading, Massachusetts hereby provides consent as
required by Section 9 of said Assignment and Assumption of Lease to the
subsequent assignment and subletting under the Lease to the Ipswich Savings Bank
and this instrument shall constitute the prior written consent necessary
from Bank Boston, N.A. under said Section to the Lease and Sublease of June __,
1998 to the Ipswich Savings Bank.
BANKBOSTON, N.A.
By: /s/ John C. Duffy June 5, 1998
- ---------------------------- --------------------------------
John C. Duffy, President Date
Retail Facilities Management
/s/ June 5, 1998
- ---------------------------- ---------------------------------
Witness Date