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HomeMy WebLinkAbout1994-03-22 Tenant Agreement MOD to SPR which the- Tenant `. liability hereunder for subs' ently incurred expenses of Plans and Specifications shall cease. Section 6 . 2 - R s onsibili of Tenant . Tenant shall develop the Leased Premises and construct the Building and Improvements to be shown in and according to the Plans and Specifications and the Building Plans , at Tenant ' s sole expense . Before commencement of construction, Tenant shall , at its own expense, ( a) obtain all necessary governmental permits , licensees , consents and approvals ; and (b) enter into necessary agreements with public utilities and special service districts . Section 6 . 3 - Quality of Construction. All work shall be done in compliance with the Plans and Specifications , the Building Plans and all applicable laws , regulations , codes and ordinances and any requirements of the insurers of the Leased Premises . The Landlord shall designate an authorized representative, who shall have the right to inspect the construction at reasonable tames and to participate in all project meetings held by the Tenant or its construction manager or general contractor, provided however , that such inspection of construction and participation in project meetings by Landlord or its representatives shall be at the sole risk and expense of Landlord and for informational purposes only. Landlord shall have no right to control the means or method of construction of the Improvements . The Tenant further agrees to make available to the Landlord at reasonable times, after the representative ' s request therefor, all construction contract change orders for the La '"s informatiari: Section # - Oc u anc . Tenant shall be entitl to occupy Building upon receipt of a Certificate of Occupahvy Tow from e n of North Andover municipa aut itles and board. (t e "Approvals" ) . Tenant agrees to subject to the Landlord a c rtificate from an a chitect selected by the Tenant and re ice in one of these United States, that the Building or portion thereof in question has been constructed substantially in accordance with the Plans and Specificatio a h�Bu ilding Plans' and that , subject to�Ym �et �,. 2tu al punch pch certificate to be submitted as soon as reasonably practicable after Tenant ' s receipt of the Approvals . Section 6 . 5 - Control of Construction. The Tenant covenants and agrees that it will use its reasonable best efforts to minimize traffic, noise, soil erosion and dust during the construction of any improvements to the Leased Premises . The Tenant further agrees that , to the extent that any of its construction traffic passes over Other Land of Landlord , the Tenant will keep the said premises in a good -11- state of repair and shall use its reasonable best efforts to minimize the dust , debris and soil erosion generated thereon by saiO traffic . The Tenant may, from time 6to time,lt malce Improvements . such additional improvements , alterations or additions to the Improvements provided for in the Plans and Specifications . Additionally, Tenant may, from time to time, make changes to the exterior of the Building or to the Land, provided that, in the event of any substantial exterior changes to the Building or the Land, Tenant shall submit the Building Plans or the Site Plans , as the case may be to Landlord for Landlord ' s approval in writing in advance . The construction and use of such improvements shall be subject to all other terms and conditions of this Lease, Landlord shall not in any case be required to dedicate any further land to this Lease and all costs of the additional improvements shall be at the sole expense of Tenant . (See also, Section 4 . 2 ante. ) Section 6 . 7 - Mechanics Liens . If any mechanic ' s, laborer ' s , materialman' s , contractor ' s, or subcontractor ' s lien is filed against the Leased Premises, Tenant shall cause it to be discharged of record within a reasonable time after receiving notice that such lien has been filed, unless Tenant determines in good faith to contest the amount of validity of the claim. In that event , Tenant shall furnish a surety bond or other security as may be required by law, and shall prosecute such contest diligently and in good faith. If Tenant fails to discharge the lien or comply with statutory requirements to contest it, then, in addition to any other right or remedy, Landlord, on sixty (60) days ' written notice to Tenant, or such shorter notice as may be required to prevent foreclosure of the lien, may discharge the lien by any mode allowed by law. All of Landlord' s payments and legal and other expenses , including attorneys ' fees , in procuring the discharge of such lien shall be repaid by Tenant on demand . ection 6 , 8 - Survey and S it Test . Landlord shall provide to Tenant , at Tenant ' s sole cost and expense and, at Tenant ' s option, complete access to the Leased Premises prior to the Commencement Date for purposes of preparing land surveys .of the Leased Premises, including topographic data and completing soil tests and borings, performed by licensed professional surveyors and engineers selected by Tenant . Section.__._ 6 . 9 Ri_ht_s in Improvements and.,.,.,_. Personal Property. All machinery, furniture, equipment, and inventory of whatsoever nature (the "Personal Property" ) at any time placed on any part of the Leased Premises, and the Buildings and Improvements constructed on the Leased Premises , shall be and remain the property of Tenant or subtenants , as their interests may appear, during the Term. The purchase option set forth in Article XII hereof shall not include any of the -12- Personal Property which shall remain the property of Tenant , or its subtenants , and may be removed from the Leased Premises at any time; but the Tenant shall repair any damage occasioned by such removal . Se Lion 6 . 10 -- Off--Site Improvements . Tenant, at Tenant ' s sole expense, shall be responsible for the construction of any improvements off-site from the Leased Premises , whether on the Other Land of Landlord or entirely off the Landlord ' s premises , as are required by governmental authorities as a condition for approval of the initial plans and specifications or for approval of plans and specifications for subsequent additions to or alterations in the improvements , unless expressly agreed to otherwise by the Landlord in writing . ARTICLE VII Mortgaging , Assignment and Subletting ec ion 7 . 1 - Tenant ' s Right to Lease and Mortgage , The Tenan St shall have the right to mortgage, pledge, assign or sublet the Leased Premises, this Lease and the Improvements , subject to the limitations of this Article . Any such mortgage, pledge, assignment or sublease shall be subject and subordinate to the rights of the Landlord under this Lease. Section 7 1 . 1 - Leases and Subleases . The Tenant shall not lease or sublease the Improvements or the Leased Premises , in whole or in part , without the Landlord ' s prior written consent , to any party. Such leasing and/or subleasing shall not relieve the Tenant from any of its obligations or covenants under this Lease . Any lease or sublease to a party shall include a provision malting the Substitute Leasee a guarantor of the Tenant ' s obligations under this Lease to pay the Base Rent and any additional rent as outlined in said Lease, and shall provide that such guarantee may be enforced by the Landlord . Notwithstanding the above : ( a) A5signment/Sublettina . Tenant shall not assign this lease or sublet all or any part of the demised premises or the term or permit the demised premises or any part thereof to be used or occupied by others . Notwithstanding the foregoing , subject to the provisions and conditions of this Section 7 . 1 . 1( a) and its subdivisions, Tenant shall have the right to assign this lease or to sublet a portion of the demised premises (but not the entire demised premises) , provided Tenant shall have first obtained Landlord ' s prior written consent thereto , which Landlord agrees shall not be unreasonably withheld . It shall not be deemed unreasonable for Landlord to withhold such consent, if the proposed assignee or subtenant shall fail to meet Landlord ' s standards for financial stability, and good personal and business reputation, and does not intend to use the demised premises for the conduct of an establishment for a main hangar/office building . -13- (b) Conditions , If Landlord consents to any proposed assignment or subletting , such consent shall apply only to the specific transaction thereby authorized . Tenant acknowledges and agrees that in all such cases ( i) each assignee shall be required to attorn to Landlord by instrument satisfactory to Landlord, and ( ii) the minimum rent payable hereunder ( and other pertinent terms and conditions of the lease) for the portion of the term beginning with the effective date of any assignment or sublease shall be increased to the then current "market" rate(s) for similar space in the market area in which the demised premises are located, all as determined by Landlord , (c) Joint Liability with Successors . In any event, whether or not Landlord has consented to any assignment or sublease, all persons and legal entities holding the lessee interest in this lease from time to time shall be jointly and severally liable to Landlord (and the original named Tenant shall remain fully and primarily liable to Landlord) to perform all of the obligations of Tenant hereunder, notwithstanding any recognition (by acceptance of rent or otherwise) or indulgence at any time granted by Landlord to Tenant or to any assignee or subtenant . (d) Notice of Pro osal to Assign or Sublet. If Tenant desires to assign this lease or to sublet a portion of the demised premises, Tenant shall give Landlord prompt written notice of that fact and shall furnish to Landlord, as a part of that notice, ( i) a comprehensive and detailed description of the monetary and all other details of the proposed assignment or subletting , including without limitation, any lump sum payment to be made with respect to the fixtures and equipment , ( ii) the identity and address of the proposed assignee or subtenant and of any proposed guarantor , (iii) a detailed description of the use of the demised premises to be made by the proposed assignee or subtenant, ( iv) a statement of the then current net worth of the proposed assignee or subtenant, determined in accordance with generally accepted accounting standards, and certified by a Certified Public Accountant (.the "Net Worth") , and (v) the business history of the proposed assignee or subtenant . (e) Landlord ' s Options . If Tenant shall give notice of a proposed assignment or subletting as required by the provisions of Section 7 . 1 . 1(d) , Landlord shall have the right to make any one of the following elections : (i) Landlord may refuse to grant consent thereto for the reason that it would not be unreasonable so to do under the foregoing provisions of this Section 7 . 1 . 1 and its subdivisions , or (ii) Landlord shall consent to such assignment or subletting, if, under the provisions hereof , it would be unreasonable not to do so, or ( iii) Landlord may request any additional information, which may, in Landlord ' s sole business judgment, be necessary for Landlord to malte its determination under this Section 7 . 1 . 1 and its subdivisions . -14- . I .( f) Landlord ' s Remedies , If the Named Tenant or any successor shall fail to perform or observe the obligations and limitations imposed by Section 7 . 1 . 1, such failure shall be deemed to be a Condition of Default not susceptible of being cured, and Landlord shall have no obligation to give notice prior to exercising any of Landlord ' s rights provided as remedies for such Default hereunder . Whether or not Landlord exercises any of its rights hereunder, Landlord may enforce this lease in all particulars against the person(s) or legal entity(ies) from time to time in possession of the demised preiises ( including, without limitation, the provisions relating to minimum rent and other payments and the provisions relating tQ reports and audits of gross sales) to the same extent and with the same effect as if such person(s) or legal entity( ies) were the Named Tenant, but, in the absence of a written agreement to the contrary between Landlord and such person(s) or legal entity(ies) , neither such enforcement nor the acceptance of any payment shall impose on Landlord any obligation or liability whatsoever, other than such as may be expressly imposed by applicable law, nor shall such enforcement or acceptance relieve the Named Tenant from any of its obligations or liabilities under this lease. Section 7 ._1 . 2 - Security Intersts . The Tenant shall not assign as security, pledge, mortgage or otherwise encumber this Lease or the improvements , in whole or in part, to any party other than one who supplies purchase money, construction, permanent or working capital financing to the Tenant or the Sublessee with respect to this Lease, the Improvements and/or the activities to be conducted on the Leased Premises or one who provides refinancing of such loans , provided that such refinancing shall not exceed ninety percent (90p) of the fair Market Value of the Improvements (defined hereinafter) determined as of the date of the refinancing . Without limiting the generality of the foregoing, the Tenant shall not encumber this Lease or the Improvements under a blanket mortgage or other security agreement to secure debt obligations of the Tenant or the Sublessee unrelated to the activities conducted on the Leased Premises . The Tenant shall not mortgage . or pledge its interest in this Lease to any party separately from its interest in the Improvements and any such mortgage or .pledge shall provide that , upon foreclosure by a mortgagee or pledgee of its security interest, all of the Tenant ' s interests in both this Lease and the Improvements shall be foreclosed upon and shall be extinguished. No mortgage or pledge of the Tenant ' s interest in this Lease or the Improvements shall contain a provision prohibiting prepayment of the debt obligation secured by the mortgage or pledge, Any mortgage or pledge of the Tenant ' s interest in this Lease or the Improvements shall contain a provision subordinating the mortgage or pledge to this Lease and, without limiting the generality of the foregoing, shall specifically subject the mortgagee or pledgee to the provisions of this Lease, including -15- Section 7 . 4 hereof . No mortgage or pledge of the Tenant ' s interest in this Lease or the Improvements shall extend for or grant any security interest in excess of the Term of this Lease . Section 7 . 1 . 3 Sale or Other. Disposition. The Tenant shall not assign this Lease or sell , gift or otherwise dispose of its ownership interests in the Improvements, in whole or in part , to any party except in accordance with Section 7 . 1 . 1 of this Lease, nor shall the Tenant so transfer its interest in this Lease to any party separately from its interest in the Improvements . Any transfer to a subsidiary, parent corporation or other affiliate of the Tenant, or to any corporation or partnership.' of which the Tenant is a shareholder or partner shall not be deemed a disposition subject to this Section so long as Tenant has more than 50% of the voting rights in the successor entity. Section 7 . 2 - Notice of Mort-gage. No holder of a mortgage on or pledge of this Lease or the Improvements and no lessee of the Improvements or subleasee of this Lease (collectively, the "Leasehold Mortgages") shall have, the right to notice mentioned in this Article, unless and until the Landlord shall receive an executed counterpart copy of such mortgage, pledge, lease or sublease together with the name and address of the mortgagee, pledgee, lessee or sublessee, notwithstanding any other form of notice, actual or constructive. ection 7 . 3 - EveciAl Provisions During the T rm of Leasehold Mortgages . If the Tenant shall mortgage or pledge 9 this Lease or the: Improvements in compliance with the provisions of this Article, then so long as any such mortgage or pledge shall remain unsatisfied of record, the following provisions shall apply: (a) The Landlord, upon serving upon the Tenant any notice of default pursuant to the provisions of Article X of this Lease or any other notice under the provisions of or with respect to this Lease, shall also serve a copy of such notice upon the holders of each of the Leasehold Mortgages at the addresses provided for in this Article, and no notice by the Landlord to the Tenant under this Lease shall be deemed to have been duly given unless and until a copy thereof has been so served. (b) Any holder of such Leasehold Mortgage, in case the Tenant shall be in default hereunder , shall, within the cure and grace periods , have the same rights , at its option and discretion, to remedy and cure such default or cause the same to be remedied, and the Landlord shall accept such performance by or at the instance of such holder as if the same had been made by the Tenant . -16- (c) The Tenant and Landlord expressly agree that, in case of the Tenant ' s default hereunder which remains unremedied within the applicable cure and grace periods , any holder of a Leasehold Mortgage who has issued the notice provided for in Section 7 . 2 shall have the right, at its option, to obtain possession of the Leased Premises and the Improvements and the right to forthwith succeed to the Tenant ' s interest in this Lease and the Improvements upon receipt by the landlord and Tenant within sixty ( 60) days after the expiration of such cure or grace period of a written notice of the said holder ' s exercise of the rights granted hereby and the holder ' s agreement to succeed to the Tenant ' s interests , rights and obligations under this Lease (the "Notice to Succeed" ) , subject to the following conditions : ( 1) service upon the Landlord within ten ( 10) days of the expiration of the applicable grace or cure period of a written request to forebear from serving upon the Tenant a Notice of Title as provided for by Section 10 . 2 hereof ; and (2) cure of all monetary defaults of the Tenant within the aforesaid sixty (60) day period; and (3) cure of all non-monetary defaults (except a default under Section 10 . 1(c) hereof) of the Tenant within the aforesaid sixty ( 60) day period or, if more than sixty ( 60) days is reasonably ` required for cure, commencement to cure within the period and diligent efforts thereafter to complete the cure; and (4) cooperation with the Landlord to remove the Tenant from possession of the Leased Premises . The Landlord expressly agrees that if the Landlord receives a timely Notice to Succeed from the holder of a Leasehold Mortgage, and if the above conditions are satisfied, the Landlord will accept the said holder , as ' successor to the Tenant ' s interests , rights and obligations under this Lease (the "Successor Tenant" ) and the Landlord shall not terminate this Lease . If the Successor Tenant shall fail to satisfy the above conditions , the Landlord may elect to terminate this Lease as provided for in Article X hereof , No actions by the holder of any Leasehold Mortgage pursuant to this Section shall extend the Tenant ' s time to cure a default nor act to allow the Tenant to reinstate or redeem this Lease after the Tenant ' s time for cure has expired . -17- i 3 (d) If the holders of more than one such Leasehold Mortgage shall serve Notices to Succeed upon the Landlord in accordance with the provisions of this Article, this Lease shall be assigned pursuant to the request of the holder whose Leasehold Mortgage shall be prior in lien therto, and thereupon the Notices to Succeed of each holder of a Leasehold Mortgage junior in lien shall be deemed to be void and of no force or effect . (e) So long as there are holders of Leasehold Mortgages whose liens are unsatisfied, any agreement between the Landlord and the Tenant cancelling or surrendering this lease shall only be effective upon one hundred twenty ( 120) days prior written notice thereof to the holders of Leasehold Mortgages of which the Landlord has received the notice provided for in Section 7 . 2 hereof . Upon receipt of such notice, the said holders of Leasehold Mortgages shall have the rights provided for in Section 7 . 3 (d) hereof . (f) So long as there are holders of Leasehold Mortgages whose liens are unsatisfied, no union of the interests of the Landlord and the Tenant herein shall result in a merger of this Lease in the fee interest . (g) Any notice or other communication which the holder of a Leasehold Mortgage shall desire or is required to give to or serve upon the Landlord shall be deemed to have been duly given or served if sent by registered or certified mail, return receipt requested, hand delivery or by Federal Express or similar overnight service, addressed to the Landlord at the Landlord ' s address as set forth in Section 13 . 5 of this Lease or at such other address as shall be designated by the Landlord by notice in writing given to such holder . Section 7 . 4 - Assignment by Foreclosing Mort a ee. If the holder of any Leasehold Mortgage shall purport to acquire- or transfer title to the Tenant ' s interest in this Lease and/or the Improvements by foreclosure of such Leasehold Mortgage thereon or by assignment in lieu of foreclosure, the foreclosing . holder of such a Leasehold Mortgage shall first offer the Landlord in writing the option to purchase the Tenant ' s interests in the Improvements , free and clear of the interests of the Tenant, the Leasehold Mortgage of the foreclosing party, the Leasehold Mortgages junior thereto in lien, and any operation Agreements or subleases of this Lease and/or the Improvements (which shall all automatically expire if the Landlord exercises its option to purchase provided by this Section 7 . 4) . The option price to the Landlord shall be the then Fair Market Value of the Improvements (as hereinafter defined) , minus the amounts secured by any senior Leasehold �1,8_ Mortgages . The Landlord shall have forty-five (45) days after such notice to accept in writing the option price and to make a deposit of ten percent ( 10%) of the purchase price, and then to pay the balance not more than ninety (90) days thereafter . In the event, that the Landlord fails to exercise its option to purchase within the forty-five (45) day period, the holder of the Leasehold Mortgage shall be free to complete a foreclosure sale of its Leasehold Mortgage; provided however , that nothing herein shall bar the Landlord from bidding at such a foreclosure sale or from thereby acquiring title to the Improvements; provided further, that if the Leasehold Mortgagee shall thereupon obtain title to the Improvements by way of foreclosure' deed or in lieu of a foreclosure, the Landlord shall have no further right of first refusal to purchase the Improvements pursuant to Section 12 . 2 hereof upon a reconveyance of the Improvements by the said Leasehold Mortgagee . i A Leasehold Mortgagee who shall acquire title to the Improvements by foreclosure deed or in lieu of foreclosure shall thereafter assume the rights and liabilities of the Tenant under this Lease (which shall not be construed to constitute an assumption by the Leasehold Mortgagee or a release by the Landlord of the Tenant ' s liabilities under this Lease which accrued prior to the date of the conveyance of title) . At such time as the Leasehold Mortgagee shall reconvey the Improvements to a third party, the Leasehold Mortgagee shall be relieved from all subsequent rights and liabilities under this Lease and the acquiring party shall be required to endorse this Lease agreeing thereby to assume the position as Tenant . Section 7 . 5 - Mortgaging` by Landlord . During the term of this Leasr Landlord shall not mortgage, encumber or otherwise create a security interest affecting the fee interest in any portion of the Land . Any such mortgage, security interest or encumbrance created in violation of this covenant shall be unauthorized and void. In addition to any other rights and remedies of Tenant by reason of breach of this covenant , all rights acquired under any such mortgage shall be subject and subordinate to the rights and interest of Tenant under this .Lease , the covenants, conditions and restrictions set forth herein, and �the leasehold estate created hereunder . Section 7 . 6 - Subleasing by Sublessees . Any Sublessee shall have no right to sublease the Leased Premises or its interests in the Improvements , or to assign its obligations under the Operation Agreements, in whole or in part, to any other party without the prior written consent of the Landlord . Any transfer to a subsidiary, parent corporation or other affiliate of any Sublessee, or to any corporation or partnership of which any Sublessee is a shareholder or partner, shall not be deemed a disposition subject to this Section so long as Sublessee has more than 50% of the voting rights in the successor party. _19_ Section 7 . 7 - Special During g the Term-, of ' Su'bles s to Sublessee . If the Tenant shall sublease the Leased Premises or lease the Building and other Improvements to any Sublessee in compliance with the provisions of ' this Lease, the following provisions shall apply: (a) The Landlord, upon serving upon the Tenant any notice of default pursuant to the provisions of Article X of this Lease or any other notice under the provisions of or with respect to this Lease, shall also serve a copy of such notice upon any Sublessee at the addresses provided for in this Article, and no notice by the Landlord to the Tenant under this Lease shall be deemed to have been duly given unless and until a copy thereof has been so served. (b) Any act required to be performed by Tenant pursuant to the terms of this Lease may be performed by the Sublessee occupying all or any part of the Leased Premises and the performance of such acts shall be deemed to be performance by Tenant and shall be acceptable as Tenant ' s act to Landlord . (c) If, for any reason, this Lease and the leasehold estae of Tenant hereunder is terminated by Landlord by reason of an Event of Default ( as defined hereinafter) in accordance with the terms of this Lease prior to the conclusion of the Term, Landlord covenants and agrees that such termination of this Lease will not automatically result in the termination of the Operation Agreements or any lease or sublease to the Sublessee affecting the Leased Premises and that the Sublessee shall have the same rights as the holders of Leasehold Mortgages provided by Sections 7 .3 (c) and 7 . 3 (d) hereof, except that a proper Notice to Succeed issued by the holder of any Leasehold Mortgage shall take priority over a Notice to Succeed from the Sublessee. In the event, however , that no holder of a Leasehold Mortgage or the Sublessee shall timely exercise the rights provided for in Sections 7 . 3 (c) or 7 . 3 (d) , as may be applicable, to succeed to the interests, rights and obligations of the Tenant in this Lease, the Operation Agreements and any lease or sublease to the Sublessee shall thereupon terminate. ARTICLE VIII Insurance and Indemnification Section 8 . 1 - Public Liability Insurance . At all times subsequent to the Commencement Date of this. Lease and during its Term, the Tenant shall keep the Leased Premises and improvements insured at its sole cost and expense against claims for bodily injury, personal injury and property damage -20- i under a policy of comprehensive public liability insurance with limits no less than One Million Dollars ($1 , 000, 000) for injury to - any one person and for any one accident and Five Hundred Thousand Dollars ($500, 000) for property damage. Such policy shall name the Tenant, any Sublessee, the Landlord and all holders of Leasehold Mortgages as the insureds . Upon written notice by Landlord to Tenant, the parties shall consult upon the adequacy of the liability coverage and, if necessary in light of changed circumstances in order to provide the Landlord with protection against claims in future years at least equivalent to that provided at the Commencement Date of Lhis Lease, the Tenant shall increase the limits of liability coverage accordingly. Section 8 . 2 -- Casualty Insurance. At all tames subsequent to the Commencement date of this Lease and during its Term, the Tenant will keep insured the Building and other Improvements upon the Leased Premises against all loss or damage by fire and other casualties under what is generally termed in the insurance trade as "extended coverage" , which said insurance will be maintained in an amount, which will be sufficient to equal the full replacement value of the Improvements and all of such policies of insurance shall include the name of the Landlord as one of the parties insured thereby and shall fully protect both the Tenant, the holders of all Leasehold Mortgages , and the Landlord as their respective interests may appear . During the course of construction of any Improvements , the Tenant ' s aforesaid obligation shall include the purchase of so--called "builder ' s risk" insurance written on a completed value basis , utilizing a maximum value at completion of not less than the aggregate contract price for the construction of the Improvements . Section 8 . 2 . 1 -- Restoration After Casualty. In the event of damage to or destruction of the Building or other Improvements by fire or other casualty for which insurance shall be payable and as often as such insurance money is paid to the Landlord and/or the Tenant, said sums so paid and not retained by the holders of all Leasehold Mortgages shall . be deposited in a bank account designated by the Tenant and approved by the holders of all Leasehold Mortgages and (subject to the consents of the holders of all Leasehold Mortgages) shall be made available to the Tenant for the reconstruction or repair, as the case may be, of the Building or other Improvements damaged or destroyed and shall be paid out in accordance with procedures established by the holders of all Leasehold Mortgages; provided, however, that the Tenant shall have the option not to reconstruct or repair and to terminate this Lease, and to retain the insurance proceeds for itself and the holders of Leasehold Mortgages , as their interests may appear , in the event that the Tenant shall remove all Improvements and debris and shall restore the Leased Premises as reasonably feasible to the same condition as at the commencement of this Lease, excepting only the resulting -21- absence of trees and other vegetation, such option being exercisable by the Tenant in writing within one hundred twenty '( 120) days of the loss and upon the condition that the Base Rent and any other amounts payable by the Tenant under this Lease shall not abate by reason of the loss and shall continue to accrue and be owing until the Tenant shall have surrendered up the Leased Premises to the Landlord in the required condition; provided further that, if the loss shall occur within five ( 5) years prior to the expiration date of the Term of this Lease, or any Option Term, respectively, and if the damage to or destruction of the Improvements shall constitute in excess of 50% of the replacement value thereof , unless the Tenant shall elect in writing to renew this Lease for an Option Term if one is available, the Landlord shall have the right to terminate this Lease and to apply such portion of the insurance proceeds payable on account of the loss which is not retained by the holders Leasehold Mortgages as is necessary to remove all Improvements and debris and to restore the Leased Premises to the same condition as at the commencement of this Lease, excepting only the resulting absence of trees and other vegetation, the balance of the said insurance proceeds being payable upon the aforesaid restoration of the premises equally to the Landlord and Tenant . In the event that the Tenant elects to repair , rebuild or restore any Improvements damaged as a result of fire or other casualty, all costs and expenses thereof not provider] for by insurance proceeds shall be borne exclusively by Tenant . Section 8 . 2 . 2 - Landlord ' s Api3roval. Tenant shall not commence any substantial repairs or replacements after fire or casualty loss until Tenant has complied with provisions of Article VI of this Lease, to the extent applicable, and, in any event , the Tenant shall first provide Landlord with written notice specifying the nature and location of the intended work and the expected dates of commencement and completion. If such work is done in substantial accordance with Plans and Specifications or Building Plans previously approved by Landlord , no further approval by Landlord shall be required , Section 8 , 3 - Release of Subrogation. (a) Tenant , any Sublessee and Landlord each covenant and agree to obtain, at their own expense, from their respective insurance carriers a waiver of subrogation rights against each other , if the same is available . (b) In case of damage to the Leased Premises , the Improvements or to any other property of the Landlord or the Tenant by any cause within the scope of such insurance, whether such damage be caused by the negligence of the Landlord or by any party for whom the Landlord may be responsible, the Tenant and any Sublessee will not look to the Landlord, its agents , employees , invitees , assignees or sub-tenants for -22- reimbursements to its insurer , but such waiver shall only be to the extent of the amounts actually paid by an insurance carrier and the amounts of any deductibles and self--retained limits, but shall not extend to uninsured losses (unless the failure of the Tenant or any Sublessee to have such insurance is a violation of that party ' s obligations under this Lease) or losses in excess of policy limits required by this Lease or otherwise in effect , whichever are greater . Secti n 8 . 4 - Certificate of Insurance. At or prior to the commencement Date of this Lease, the Tenant shall provide the Landlord with certificates of insurance certifying that all insurance required to be carried by the Tenant under the terms of this Lease is in full force and effect and certifying that such insurance may not be cancelled without thirty (30) days written notice to the Landlord. No less than- thirty (30) days before the expiration of any such insurance policy, the Tenant shall furnish the Landlord with a new certificate of insurance certifying that such policy has been renewed or replaced . Se ti n 8 . 5 -__Blanket=__Blanket Insurance . Nothing in this Article shall prevent the Tenant from taking out insurance of the kind and in the amounts provided for in this Article under a blanket insurance policy or policies covering other properties as well as the Leased Premises, provided, however, that any such policy of policies of blanket insurance; ( a) Shall specify therein, or the tenant shall furnish the Landlord with a written statement from the companies -~ issuing such policies specifying , the amounts of the total insurance allocated to the Leased Premises, which amounts shall not be less than the amounts required under this Article, and that such amounts so specified shall be sufficient to prevent any one of the insureds from becoming a co-insurer within the terms of the applicable policy or policies; and (b) Shall , as to the Leased Premises, otherwise comply with the provisions of this Article as to endorsements and coverage . Section 8 . 6 - Oualification of Insurers . All insurance provided for in this Lease shall be effected under enforceable policies issued by insurers of recognized responsibility, licensed to do business in the Commonwealth of Massachusetts . Section 8 . 7 - Tenant ' s Indemnification. The Tenant shall defend, indemnify and save harmless the Landlord and its officers , directors , agents and employees against and from all liabilities, suits , actions , damages , and expenses, penalties , claims and costs which may be imposed upon or incurred by or asserted against the Landlord or its officers , directors , agents or employees by reason of , or in any way arising out of , -23- the Tenant ' s or any Sublessee ' s use or occupancy of the Leased Premises or the Improvements or any part ' thereo£ or occasioned wholly or in part by any act or omission of the Tenant or the Sublessee or their respective agents , contractors , employees , servants , invitees , or licensees . In case any action or proceeding is brought against Landlord by reason of any such claim, Tenant, upon timely written notice from Landlord with complete details of such action or proceeding and complete copies of all materials related thereof, shall , at Tenant ' s expense, arrange for the defense of such action or proceeding , Section2 . 8 - Tenant-Is Failure to Insure. In the event that the Tenant shall fail to procure or to maintain in full force and effect any of the policies of insurance required by this Article, Landlord may, at its sole option, procure and pay for such insurance. In such event, the Tenant shall be responsible to reimburse the Landlord for all expenses incurred in obtaining the required insurance, as additional rent, payable upon written demand from the Landlord. ARTICLE IX Conde nation Section- 9 . 1 - Taking of All . If at any time during the Term of this Lease, all or materially all of the Leased Premises, or so much of the Leased Premises that the remaining area can no longer reasonably be used for the purpose for which the same was being used prior to such taking, shall' be taken by the exercise of the right of condemnation or eminent domain or for any public or quasi-public use by any public authority, this Lease shall terminate and expire on the date that Tenant shall be deprived of possession by the taking authority, and the Basic Rent provided to be paid by Tenant shall be apportioned and paid to the date of such taking . Section 9 . 2 - Taking_ of Less Than All . If at any time during the Term of this Lease any portion of the Leased PreiAses shall be taken by a public authority in any eminent domain or condemnation proceeding so that the remaining area can continue to be reasonably used for the purpose that the ,entire Leased Premises was used prior to such taking, then this Lease shall continue and the Basic Rent shall be reduced for the remainder of the Term equal to the proportion of the rental value of the Leased Premises so taken. Section 9,. 3 - Awards . Any award received or sum accepted by the party or parties in interest by a compromise disposition or otherwise, at or as a result of such taking, shall be distributed as follows : (a) All amounts payable for the Leased Premises , as unimproved by the Improvements , shall go to the Landlord . -24- (b) All amounts payable for the Personal Property of the Tenant , the Sublessee or any other party shall go to the party owning the property. (c) All amounts payable for the Improvements in the event of ( 1) a taking of less than all under Section 9 . 2 shall go to the Tenant , or the holders of Leasehold Mortgages , as their interests may appear; or (2) a taking of all under Section 9 . 1 shall go ; ( a) first , to the holders of Leasehold Mortgages , in amounts sufficient ay the unpaid balances of any loans secured by the Improvements , (b) then, to the Tenant ; (i) the remaining balance if such taking occurs during the Initial Term; * and ( ii) if such taking occurs during any Option Term, the remaining balance multiplied by a fraction, the numerator of which is the number of years remaining in the Term of this Lease (including all Option Terms) -nd the denominator of which is 45 .er of years in the Term after the Term) , and (c) then, to the Landlord, the remaining balance of the proceeds , if any. If the condemning authority or any court hearing an appeal from such taking , shall apportion the award between the Improvements and the Leased Premises, such apportionment shall be binding on the parties . The Tenant and the Leasehold Mortgagee shall have the right to participate in any legal proceedings and/or settlement discussions concernin, a taking of their respective interests in the Improvements or its Personal Property. ARTICLE X Default by Tenant Seqtion 10 . 1 - Default . The following events shall constitute a default by the Tenant in its obligations under this Lease ( "Events of Default" ) : _25- (a) Written notice by the Landlord to the Tenant of :Failure of the Tenant to pay the Basic Rent or additional payments due hereunder on the respective due date thereof and such failure shall remain uncured within fifteen ( 15) days thereafter . (b) Written notice by the Landlord to the Tenant of neglect or failure by the Tenant to perform or observe any of the other covenants or undertakings herein on its part to be performed or observed and Tenant fails to remedy such default within thirty (30) days thereafter, or if more than thirty (30) days is reasonably required for its cure, failure of Tenant to proceed within such thirty (30) day period to commence to cure the same and thereafter to prosecute the curing of such default with due diligence; or (c) The Tenant makes as assignment for the benefit of creditors , files a voluntary petition in bankruptcy, is adjudicated insolvent or bankrupt , petitions or applies to any tribunal for any receiver or any trustee of or for the Tenant of any substantial part of its property, commences any proceeding relating to the Tenant or any substantial part of its property under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether nor or hereafter in effect , or there is commenced against the Tenant any such proceeding which remains undismissed for a period of thirty (30) days, or any order approving the petition in any such proceeding is entered, or the Tenant by any act indicates its consent to , or acquiescence in, any such proceeding or the appointment of any receiver of or trustee for the Tenant of any substantial part of its property, or suffers any such receivership or trusteeship to continue undischarged for a period of thirty (30) days . Section 10 . 2 - Landlord ' s Rights on Default . Upon the occurrence of any Event of Default in the payment of Base Rent or any additional amounts due hereunder, interest shall be . assessed on the overdue payments at the rate of ten percent ( 100) per annum from the due date of the payment until, the date paid . Further, upon the occurrence of any Event of Default under Section 10 . 1 (a) or in the event Tenant violates the provisions of Article III or Article XII and fails to remedy such within the period set forth in Section 10 . 1 (b) above, or upon the occurrence of any other Event of Default which is not remedied within the time period set forth in Section 10 , 1 (c) and concerning which the Tenant has not filed a Petition for Declaratory Judgment in a court of competent jurisdiction, within said period, challenging the existence of the Event of Default, or upon a final judgment in such a Declaratory Judgment action in favor of the Landlord, the Landlord may, -26- subject to the rights of the holders of Leasehold Mortgages and any Sublessee provided for in Sections 7 . 3 (c) and 7 . 3 (d) of this Lease and subject to the rights of any trustee in bankruptcy to assume this Lease, upon ten (10) days notice to Tenant, enter upon the Leased Premises, and the Improvements , and take possession of the same and expel the Tenant and those claiming through or under the Tenant, including the Sublessee, and remove their effects by reasonable force, if necessary, without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used .for arrears of rent or preceding breach of covenant subject however to the rights of any residents or patients and to any requirement.' of law. Upon such entry, this Lease shall terminate, and the Tenant covenants that, in case of such termination, the Tenant shall remain and continue liable to the Landlord for all amounts due the Landlord under this Lease as of the date the Landlord regains possession of the Leased Premises . The Tenant further agrees that, upon the occurrence of any Event of Default under Section 10 . 1 (a) or a violation of Article III or Article XII which is not remedied within the time period set forth in Section 10 . 1 (b) , or upon the occurrence of any other Event of Default which is not remedied within the time period set forth in Section 10 . 1(b) ( and concerning which the Tenant has not filed a Petition for Declaratory Judgment in a court of competent jurisdiction, within said period, challenging the existence of the Event of Default , or upon a final judgment in such a Declaratory Judgment action in favor of the Landlord, the Landlord may serve upon the Tenant a written notice of its intent to take title to the Improvements (the "Notice of Title" ) , whereupon, subject to the rights of the holders of Leasehold Mortgages and the Sublessee provided for in Sections 7 . 3 (c) , 7 . 3 (d) , and 7 . 7(c) , the title to the Improvements shall vest in the Landlord tree and clear of all encumbrances, including Leasehold Mortgages and Operation Agreement . In the event that the Landlord shall take possession of the Leased Premises and the Improvements and shall serve a Notice of Title, the parties agree that the Tenant shall have no further obligations to the Landlord for future payments of Base Rent or otherwise under this Lease. Alternatively, if the Landlord shall take possession of the Leased Premises and the Improvements without serving a Notice of Title, the Tenant agrees that it shall remain and continue liable to the Landlord in an amount equal to the total rent reserved for the balance of the current term of this Lease less the net amounts (after deducting the expenses of repair, renovation or demolition) which the Landlord realizes , or with due diligence should have realized, from the reletting of the Leased Premises ; the Landlord shall have the right from time to time to relet the Leased Premises upon such terms as it may deem fit, and if a sufficient sum shall not be thus realized to yield the net rent required under this Lease, the Tenant agrees to satisfy and pay all deficiencies as they may become due during each quarter of the balance of the current term of this Lease. The rights and -27- remedies given to the Landlord in this Lease are distinct , separate and cumulative remedies, and no one of them, whether , or not exercised by the Landlord, shall be deemed to be in exclusion of any of the others herein or by law or equity provided. Section 10 . -- Non-waiver . Either the Landlord ' s or the Tenant ' s failure to act upon the breach of any covenants of this Lease by the other shall in no way constitute a waiver of the rights of such party, at any time in the future, to act upon any such default; nor shall any failure to act prevent either the Landlord or the Tenant from acting in the event of any other of further breach of the other party' s covenants . No provision of this Lease shall be deemed to have been waived unless such waiver shall be in writing signed by the Landlord or the Tenant., as the case may be, or unless otherwise provided for in this Lease . ARTICLE XI Termination and Surrender Section 11 . 1 - Expiration. This Lease shall expire as provided for under Section 1 . 6 and 1 . 7 . This Lease may be earlier terminated under Section 8 . 2 . 1 , Section 9 . 1 or Article X. Section 11 . 2 -wm- Title to Improvements . Upon the expiration of this Lease, or termination of this Lease accompanied by a proper Notice of Title, title to Improvements shall pass to the Landlord without the execution of any document or the requirement of any act by . the Tenant . Notwithstanding the foregoing , the Tenant agrees to execute any and all documents which the Landlord may reasonably request to evidence or give effect to such passage of title. Section 11 . 3 - Surrender -of Premises . ( a) The Tenant covenants and agrees with the Landlord that, at the expiration of this Lease or at the earlier termination of this Lease for any cause herein provided, the Tenant will peaceably and quietly deliver up to the Landlord possession of the Leased Premises and all Improvements , and including any fixtures which Tenant may have brought, placed or constructed upon the premises , in the same condition and state of repair as at the commencement of this Lease, reasonable wear and tear excepted and except as otherwise provided for in this Lease . (b) The Landlord agrees that ( a ) all machinery and equipment and appurtenances thereto which are not fixtures installed in the Leased Premises by or in behalf of the Tenant, and (ii) all furniture, -28- furnishings and inventory installed in the Leased Premises shall be deemed to remain personal property and that all such machinery, equipment, appurtenances , furniture and furnishings of the Tenant or of any employee, agent or subcontractor of the Tenant may be removed prior to the expiration of this Lease or its earlier termination for any cause herein provided for; but the Tenant shall repair any damage occasioned by such removal . Any such property which may be removed pursuant to the preceding sentence and which is not so removed prior to the expiration or earlier termination of this Lease may be removed from the Leased Premises by,' the Landlord and stored for the account of the Tenant; and if the Tenant shall fail to reclaim such property within sixty (60) days following such expiration or earlier termination of this Lease, such property shall be deemed to have been abandoned by the Tenant and may be appropriated, sold, destroyed or otherwise disposed of by the Landlord without notice to the Tenant and without obligation to account therefor . ARTICLE X11 Concluding Provisions Section 12 , 1 - Entire Agreement . This Lease contains the entire understanding of the parties with respect to the Leased Premises . There are no oral understandings , terms or conditions, and no party has relied upon any representation, express or implied, not contained in this Lease. Section 12 , 2 - Amendments . This Lease may not be amended, modified, altered or changed in any respect whatsoever, except upon the express written consent of the Leasehold Mortgagee having the senior lien on the Improvements, which consent shall not be unreasonably withheld (and subject to Section 7 , 3 ( f) hereof) , and except by a further agreement in writing , fully executed by each of the parties hereto . Section 12 . 3 Construction. The parties agree that this .Lease shall not be construed more severely against one of the parties than the other . Section 12 . 4 - Ca ions . The captions of this Lease are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Lease or the intent of any provision hereof . Sectio 12 . 5 Notice. Any notice, demand, offer or other written instrument ("Notice" ) required or permitted to be given, made or sent under this Lease shall be in writing, signed by or on behalf of the party giving such Notice and shall be hand delivered or sent , postage prepaid, by Registered -29- or Certified Mail , Return Receipt Requested, or by Federal Express overnight service, addr-- ssed as follows : TO LANDLORD: Mr -Richard D'Agostino Executive Director Lawrence Municipal Airport Commission 492 Sutton Street North Andover , MA 01845 WITH A COPY TO: Burton A. Shaker , Esq . 23 Main Street Andover, MA 01810 TO TENANT: Merrimack Valley Flyers Association , Inc. 1 Parker Street Lawrence, MA 01843 WITH A COPY TO: Jack B . Little , Esq . 114A Union Wharf Boston, MA 02109 Any party may change its address set forth in this Section by giving Notice to the other party in accordance with this Section. Section 12 . 6 - Record in of Lea e, A memorandum of this Lease, in statutory form, or this Lease may be recorded by the Landlord or the Tenant , and all charges attributable to the recording of this Lease or memorandum shall be paid by the party so recording . Section 12 , 7 - Counterparts . This Lease shall be executed in one or more copies , each of which shall be deemed an original . Section 12 . 8 - Partial Invaliditv. The invalidity of one or more of the phrases, sentences , clauses , Sections or ARticles contained in this Lease shall not affect the remaining portions SO long as the material purposes of this Lease can be determined and effectuated. If any portion of this Lease may be interpreted in two or more ways, one or which would render -30- the portion invalid or inconsistent with the rest of this Lease, it shall be interpreted to render such portion valid or consistent . Section 12 . 9 . - Estoppel Certificate. Landlord and Tenant shall , from time to time upon request by the other , execute and deliver to the other within thirty (30) days of such request , a written declaration in recordable form: (a) ratifying this Lease; (b) confirming the commencement and termination dates thereof ; (c) certifying that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended (except by such writings as shall be stated) ; (d) stating that all conditions under this Lease to be performed by Landlord or Tenant have been satisfied, or stating those alleged to remain unsatisfied; (e) stating that there are no defenses or offsets against the enforcement of this Lease by Landlord or Tenant, or stating those claimed by the other party; (f) stating the date to which rent has been paid; and (g) stating any such other matters as may be reasonably requested by the other party. Section 12 . 10 - Successors . This Lease shall be binding upon and inure to the benefit of the parties and to their respective heirs , personal representatives, successors and assigns . Section 12 . 11 _ Number and Gender . Any reference to the masculine gender shall be deemed to include the reminine and neuter genders , and vice versa , and any reference to the singular shall include the plural , and vice versa, unless the context otherwise requires . Section 12 . 12 _ Exhibits . All exhibits referred to in this Lease shall be incorporated into this Lease by such reference and shall be deemed a part of this Lease as if fully set forth in his Lease . Section 12 . 13 - Massachusetts Law. This Lease shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts . Section 12 . 14 No Joint venture , Notwithstanding any obligation from one party to the other herein, the parties hereto state that they have not created and do not intend to create by this Lease a joint venture or other partnership relation between them, it being their sole purpose and intent to create only a landlord-tenant relationship. Section 12 . 15 - Force Majere , Except as otherwise specifically provided elsewhere in this Lease, in any case where either party hereto is required to do any act (other than the Tenant ' s obligation to pay Base Rent or additional rent under this Lease) , the time for such performance shall be extended by the period of delays caused by fire or other -31- casualty, labor difficulties, shorages of labor, materials or equipment , war, civil insurrection, government regulations or other causes beyond the reasonable control of such party. Sectio 12 . 16 - Third Party Beneficiaries . This Lease shall, not be construed to be for the benefit of any third party except, where applicable, the holders of Leasehold Mortgages and any Sublessee, and its provisions may be enforced only by the parties hereto and, where applicable, the holders of Leasehold Mortgages and any Sublessee. ARTICLE XIII Miscellaneous (a) The parties hereto adopt and incorporate herein by reference as party of their new contract the following executed documents : Termination of Previous Lease Agreement (b) The parties further agree that notwithstanding anything to the contrary in the foregoing Lease, that the following shall apply and supercede all previous agreements and be controlling , in all events as follows : ( 1) Tenant shall be fully responsible for all environmental and hazardous waste conditions and removals necessitated therefrom. (2) Tenant agrees to be subject to all municipal , state and federal rules and regulations including, but not limited to , those promulgated by Landlord, MAC and FAA. (3) Tenant agrees to comply with all federal and state non-discrimination statutes . (c) Tenant reserves unto itself , its successors and assigns , for the use and benefit of the public a right of flight for the passage of aircraft in the airspace above the surface of the real property (hereinafter described) together with the right to cause in said airspace such sound as may be inherent in the operation of aircraft, now known or hereafter used for the navigation of or flight in said airspace, together with the emission of fumes or particles incidental to aircraft navigation, and for the use of said airspace for the landing on, taking off from or operating on Lawrence Municipal Airport . -32- (d) Tenant expressly agrees for itself , its successors and assigns to prevent the use of the premises for purposes which will create or result in hazards to flight such as, but not limited to, purposes which will (i) produce electrical interference with radio communications , (ii) make it difficult for pilots to distinguish between airport lights and others , ( iii) project glare in the eyes of pilots , (iv) impair visibility in the vicinity of the airport , or (v) otherwise endanger the landing, take-off or maneuvering of aircraft . (e) Landlord retains the continuing right in the subject property to prevent the erection or growth of any building, structure, tree, or other object extending into the airspace above the minimum requirement of federal and state authorities and to remove from said airspace, at the Tenant ' s expense or at the sole option of Landlord, as an alternative, to mark and light as obstructions to air navigation, any such building, structure, tree, or other object now upon, or which in the future may be upon the property together with the right of ingress to, passage over , and egress from Tenant ' s property for the above purposes . (f) Tenant expressly agrees for itself, its successors and assigns, that the reservations and restrictions set forth in this instrument shall run with the land which shall be the servient tenement, it being intended that the lands now and hereafter comprising the airport M shall be the dominant tenement ; excepting, however, that such reservations and restrictions shall become void and of no force and effect on such date as the lands comprised in the aforesaid airport shall cease to be used for airport purposes . (g) Tenant for itself , its heirs , personal representatives , successors in interest and assigns- do hereby agree that if any aeronautical services or activities are to be offered, performed or conducted upon the Premises that : In the exercise of the rights and privileges granted for the furnishing of aeronautical services to the public, Tenant will : ( 1) furnish said service on a fair, equal , and not unjustly discriminatory basis to all users thereof , and -33- (2) charge fair, reasonable, and not unjustly discriminatory prices for each unit or service; provided that Tenant may be allowed to make reasonable and nondiscriminatory discounts , rebates or other similar types of price reductions to volume purchasers . It is mutually understood and agreed by the parties hereto that nothing contained in this Agreement shall be construed as granting or as authorizing the granting of an exclusive right within the meaning of Section 308(a) of the Federal Aviation Act of 1958 . (g) Tenant for itself, its heirs , personal representatives, successors in interest, and assigns , as a part of the consideration hereof , does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this lease for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits, Tenant shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CRF Part 21 , Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as Regulations may be amended . (h) Tenant for itself, its personal representatives , successors in interest, and assigns as a part of the consideration hereof , does hereby covenant and agree as a covenant running with the land that : ( 1) no person on the grounds of race, color , or national origin shall be excluded from participation in, denied the benefits of , or be otherwise subjected to discrimination in the use of said facilities , (2) that in the construction of any improvements on, over , or under such land and in the furnishing of services thereon, no person on the grounds of race, color , or national origin shall be excluded from participation in, denied the benefits of , or otherwise be subjected to - discrimination, (3) that Tenant shall use the premises in compliance with all other requirements imposed by or pursuant to 49 CRF Part 21 , Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended . -34- Jl V ,^ f Dated this day • 1991 LANDLORD : LAWRENCE MUNICIPAL AIRPORT COMMISSION BY : -7, - ---- TENANT : MERRIMACK VALLEY FLYERS ASSOCIATION, I BY) GUARANTEE FOR CONSIDERATION PAID, We and hereby guarantee all Tenant ' s obligations contained in the aforementioned Lease . Individually Individually 35 - COMMONWEALTH OF MASSACHUSETTS Essex , SS . The foregoing instrument was acknowledged before me this day of , 1991^I by of the Lawrence Municipal Airport Commission , a Massachusetts municipal non-profit corporation, on behalf of . the corporation. Notary Public COMMONWEALTH OF MASSACHUSETTS Essex, SS . The foregoing instrument was acknowledged before me this day of 1994 by , of a Massachusetts corporation, on behalf of the corporation , Notary Public COMMONWEALTH OF MASSACHUSETTS Essex , SS . The foregoing instrument was acknowledged before me this day of , 199Y by and individually . Notary Public - 36 w LEASE AMENDMENT It is agreed by and between Merrimack Valley Flyers Association, Inc. and the Lawrence Municipal Airport Commission that Exhibit A referred to in Article I of said Lease shall be completed and presented to the Lawrence Municipal Airport Commission no later than 5: 00 p.m. on June 20, 1994 , .and is to be in proper form which is acceptable to the Commission. If the foregoing is not accomplished or if the Exhibit is not acceptable to the Commission, the aforementioned Lease dated June 9 , 1994 , shall, be voided at the option of the Commission. Dated this 9th day of June, 1994 . Lawrence Municipal Airport commission By: Merrimack Valley Flyers Association, Inc. LEASE AMENDMENT It is agreed by and between Merrimack Valley Flyers Association, Inc. and the Lawrence Municipal Airport Commission that Exhibit A referred to in Article I of said Lease shall be completed and presented to the Lawrence Municipal Airport Commission no later than 5: 00 p.m. on June 20, 1994 , and is to be in proper form which is acceptable to the Commission. If the foregoing is not accomplished or if the Exhibit is not acceptable to the Commission, the aforementioned Lease dated June 9 , 1994 , shall be voided at the option of the Commission. Dated this 9th day of June, 1994 . Lawrence Municipal Airport Commission By: Merrimack Valley Flyers Association, Inc.