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COMMONWEALTH OF MASSACHUSETTS
MIDDLESEX, ss. NEWTON DISTRICT COURT
NO. 23128U000037
24Ol v4
GCP NEWTON HOTEL,
LIMITED PARTNERSHIP,
Plaintiff,
THE
OFCE
INTHE OFFI
Vv. CLERK OF COU!
ery CF LESEX
FORTHE COU!
NEWTON CORNER RESTAURANT
CONCEPTS LLC,
FEB 2 0 2024
Defendant. il LS CLERK.
REQUESTS TO DEFENDANT FOR ADMISSIONS
Plaintiff GCP Newton Hotel, Limited Partnership (“GCP”) hereby requests that
Defendant Newton Corner Restaurant Concepts LLC admit the truth of the matters set out below.
Pursuant to Uniform Summary Process Rule 7(c), responses to these requests for
admissions must be filed and served no later than 10 days after receipt of these requests.
Pursuant to Uniform Summary Process Rule 7(b), service of these Requests results in an
automatic two-week postponement of the trial in this matter.
Requested Admission
1 _ On or about November 13, 2012, Newton Comer Restaurant Concepts LLC
entered into a Sublease (as amended, the “Sublease”) with Bowden Hospitality Newton, LLC, as
__ Sublessor,
for the “North Restaurant Space” located at 296-334 Washington Street, Newton,
Massachusetts (the “Restaurant Premises”).
2. In the Sublease, Newton Comer Restaurant Concepts LLC agreed to pay for its
use of the Restaurant Premises on the terms set forth in the Sublease.
4870-7124-4690.v2
3 Plaintiff GCP is the successor in interest to Bowden Hospitality Newton, LLC as
Sublessor under the Sublease.
4. Assuming that it was not validly terminated previously, the initial term of the
Sublease expired on November 16, 2023 (see Exhibit A hereto, at 4).
5 GCP has served on Newton Corner Restaurant Concepts LLC a Notice of
Expiration of Sublease and Demand to Vacate dated November 17, 2023, a true copy of which is
attached hereto as Exhibit B.
6 Newton Comer Restaurant Concepts LLC did not attempt to exercise any renewal
option provided by the Sublease.
7. Newton Corner Restaurant Concepts LLC remains in undisturbed possession of
the Restaurant Premises which are the subject of the Sublease.
8 There is an action pending in the Middlesex Superior Court entitled GCP Newton
Hotel, Limited Partnership v. Commonwealth Development LLC, as Trustee of the Gateway
Realty Trust, Middlesex Superior Court, Civil Action No. 21-CV-1414, in which Newton Corner
Restaurant Concepts LLC has been allowed to intervene as a party (the “Middlesex Superior
Court Action”).
9. While the claims have been pending in the Middlesex Superior Court Action,
Newton Corner Restaurant Concepts LLC has continued to occupy the Restaurant Premises
without paying any rent and without paying any rent into escrow.
10. In the Middlesex Superior Court Action, Newton Comer Restaurant Concepts
LLC claims, inter alia, that GCP’s 2021 attempt to terminate the Sublease for non-payment was
invalid (Intervenor’s Count III, Prayer For Relief Part J).
-2-
4870-7124-4690.v2
~~
11. In the Middlesex Superior Court Action, GCP seeks to regain possession of the
Restaurant Premises from Newton Comer Restaurant Concepts LLC based upon a disputed
Notice of Sublease Termination that GCP sent to Newton Corner Restaurant Concepts LLC in
April 2021 (GCP’s Counterclaim Count I'V).
12, The Middlesex Superior Court has not entered a decision on the merits of the
claims there pending between GCP and Newton Corner Restaurant Concepts LLC.
13. To date, the Middlesex Superior Court has not made any finding concerning
GCP’s right to possession of the Restaurant Premises occupied by Newton Corner Restaurant
Concepts LLC.
14. To date, the Middlesex Superior Court has neither entered nor declined to enter a
Judgment for Possession in favor of GCP against Newton Corner Restaurant Concepts LLC.
15. No issue in the Middlesex Superior Court involves expiration of the Sublease on
November 16, 2023.
GCP NEWTON HOTEL, LIMITED
PARTNERSHIP,
By its attorneys,
der A. Rikleen — BBO# 420280
Daniel S. Guenther — BBO# 703463
Sherin and Lodgen LLP
101 Federal Street
Boston, Massachusetts 02110
Ph: 617-646-2000
Fx: 617-646-2222
SRikleen@sherin.com
DSGuenther@sherin.com
Dated: December 14, 2023
-3-
4870-7124-4690,v2
we
CERTIFICATE OF SERVICE
I, Sander A. Rikleen, hereby certify that on December 14, 2023, I served the above
document upon the Defendant by email and by mailing a true copy thereof, first-class mail,
postage prepaid, both directed to its counsel of record:
David A. Conti, Esq.
Dwyer Spino & Goncalves LLC
313 Washington Street, Suite 300
Newton, MA 02458
-4-
4870-7124-4690.v2
EXHIBITA
GCP NEWTON HOTEL, Limited Partnership
UniBank for Savings
49 Church Street
Whitinsville, MA 01308
Re: Status of Subleaso
Ladies and Gentlemen:
Youhave advised usthatGCP NEWTON HOTEL, Limited Partnership ("Purchaser")
is acquiring the interest of Bowden Hospitality Newton, LLC (“Sub-Lessor") in that certain
property(the"Premises")in which thoundersigned (the "Sub-Lessee") presently occuplesspace
under a Sublease dated November 13,2012 with Sub-Lessor, as amended on May 1, 2013 (the
"Sublease"). In connection with such acquisition, UniBank for Savings {the “Bank") is
planning tomakenlonusecured bya Jeasehold mortgage onthe Premises.
IncidenttothePurchaser’s acquisition ofSub-Lessor'sinterestinthePremises,and Bank's
Josnandmortgage,andat yourrequest, we hereby certify as follows:
I, Altached hereto, as Exhibit A, isa copy of the Sublease, including all amendments
thereto,
2. TheSub-Lesseois theholderoftheSub-Lessee's interest under the Sublease, and the
Sublease has not been modified, amended oraipplemented in any mannerexceptas
included within Bxhibit A.
3. TheSub-Lesseewillnot enterintoanymodification
ofthe Subleasewithoutnotifying
you,
4, The Initial term of the Sublease expires
on or aboutNovember 16,2023. Norights of
extension or renewal of the Sublease have been exercised as of the date of this
Certificate.
5, The Sub-Lessee is in occupancy of all of the premises covered by the Sublease
and is actively conducting its business therein, which business is the use indicated in
theSublease,
6. TheSub-Lessee is current in the payment ofall fixed rent adother charges duetobe
paid under the Sublease, through July 31, 2018. Norent orothersum payable under
the Sublease has been paid in advance of its duo date thereof, and the Sub-Lessee
hereby agrees that it shall not pay any minimum rent or other sum due to bo paid
ee —_- —_—undertlie Sublease more than fifteen(15) daysinadvanceoftheduedatethereof.
7. All of theobligations
on the part of the Sub-Lessor forthe performance ofany work
have been carried out, and the Lessee has no claim against the Sub-Lessor for ths
incomplete performanceofany workoronaccountofany claimed defect therein.
8, Asof the date of this letter, neither the Sub-Lesseo nor the Sub-Lessor has falied to
make any paymentortoperformanyobligation whicheachhastotheother,
9. Ifthe Sub-Lessee should assert a claim thet the: Sub-Lessor (i) has failed to perform
Ne
an obligation to the Sub-Lessee under the terms of the Sublease or otherwise, or
(ii) is in default under the Subleasein any respect, the Lessee shall provide written
tolicetothe Bank by certified mail at the above address, and the Sub-Lessee agrees
that it will not exercise any rights which it might otherwise haveon account ofsuch
failure or default until such notice has been given, and the Bank has had the same
opportunity to curéany such failure as theSub-Lessor may have.
10, The Sub-Lessee has deposited with the Sub-Lessor the sum of $13,014.42 a9 a
seourity deposit,
upon
and the Bank will berelying
11. TheSub-Lessee acknowledges that the Purchaser
tho Premises and make the
interest inor's
this letterin proceeding to acquire Subless
Joan securéd bya leaschold mortgageasdescribed above, TheterrasSub-Lessee and
Sub- Lessor used in this letter include all successors and assigns of Sub-Lesses and
Sub- Lessor, however they may acquire such interest in the Sublease,
EXECUTED UNDER SEAL
Very truly yours,
Witness: Sub-Lesseo:
LLC
MAP
Newton CornerRestaurant Cong
——
“e By:
fi WW 8 yA ke, Mane Speck eniber
Sub-Lessor:
Bowden Hospitality Newton, LLC
By: |
, Manager
we EXHIBIT B
SHERIN2
Sander A. Rikleen
617.646.2263
LODGEN
sarikleen@sherin.com
November 17, 2023
BY OVERNIGHT COURIER
Newton Corner Restaurant Concepts LLC
28 Gertrude Street
Watertown, MA 02472
Newton Corner Restaurant Concepts LLC
320 Washington Street
Newton, MA 02458
RE Notice of Expiration of Sublease and Demand to Vacate
Sublease dated November 13, 2012 (as amended, the “Sublease”) by and between
Newton Comer Restaurant Concepts LLC as sublessee (the “Sublessee”) and
GCP Newton Hotel, Limited Partnership, successor in interest to Bowden
Hospitality Newton, LLC, as Sublessor (“Sublessor”)
End of Sublease Term (assuming no prior Sublease termination): November 16,
2023
Dear Sir or Madam:
As you are aware, this firm represents Sublessor with respect to the Sublease. All
capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Sublease. Reference is also made to the Certification signed by Jeffrey Denecke, Managing
Member of Newton Corner Restaurant Concepts LLC, attached hereto as Exhibit A (see in
particular para. 4).
Notwithstanding the prior disputes between the parties, and without prejudice to any of
Sublessor’s pending claims in any venue that the Sublease has already been validly terminated,
the Term of the Sublease expired on November 16, 2023. Accordingly, the Sublessee must
vacate the subleased premises immediately.
Sublessee has not attempted to exercise whatever Sublease extension rights it may have
had pursuant to Section 13.13 of the Sublease. Nor was Sublessee entitled to exercise rights to a
Renewal Term owing to Sublessee’s being in default for failure to make past due Sublease
payments and operating its business on the patio without permission in violation of the Sublease
and without Sublessor and Landlord’s written consent.
Consequently, the term of the Sublease expired not later than the end of the day on
November 16, 2023, and you are hereby notified to QUIT, VACATE and DELIVER UP the
Subleased Premises no later than Monday, November 20, 2023 at 9:00 a.m. EST.
~ -
4868-5515-3291.v3
Sherin and Lodgen ue @ 101 Federal Street Boston, MA02110 @ t 617.646.2000 @ f 617.646.2222 ™ www.sherin.com
as,
Newton Comer Restaurant Concepts LLC
November 17, 2023 SHERIN?
Page 2 LODGEN
Pursuant to Section 5.12 of the Sublease, upon expiration of the Term, the Sublessee is
obligated to remove all personal property, peaceably vacate the Premises, and return the
Premises in as good repair and condition as they were at the inception of the Term.
Sublessor reserves all its rights in law and equity to hold Sublessee responsible for all
costs and damages incurred by its failure to comply with the Sublease requirements.
This letter is without prejudice to, and Sublessor expressly reserves it rights to pursue, all
of its legal remedies for the damages incurred due to Sublessors’ breach of the Sublease.
Nothing contained in this letter shall be deemed a waiver of any of such rights or remedies.
Sincerely,
ander A, Ril An
SAR: dsg
Attachment
cc: GCP Newton Hotel, Limited Partnership, Attn: Derek Sylvester (via email)
David A. Conti, Esq. (via email)
Matthew A. Kane, Esq. (via email)
David B. Chaffin, Esq. (via email)
Independence Bank (via Overnight Courier)
1370 South County Trail
East Greenwich, RI 02818
Gateway Realty Trust (via Overnight Courier)
c/o J.F. White Properties, LLC
1 Gateway Center
Newton, MA 02458
UniBank for Savings (via Overnight Courier)
49 Church Street
Whitinsville, MA 01588
4868-5515-3291.v3
eos-
a
EXHIBITA
GCP NEWTON HOTEL, Limited Partnership
UniBank for Savings
49 Church Street
Whitiusvilie, MA 01308
Re: Status of Sublease
Ladies and Gentlemen:
Youhave advised usthat GCP NEWTON HOTEL, Limited Partnership ("Purchaser")
is acquiring the interest of Bowden Hospitality Newton, LLC ("Sub-Lessor") in that certain
property (the"Premises")in which theundersigned (the "Sub-Lessee") presently occupies space
undera Sublease dated November 13, 2012 with Sub-Lessor, as amended on May 1, 2013 (the
"Syblease"}. In connection with such acquisition, UniBank for Savings (the “Bank") is
planning tomaken loan secured bya leasehold mortgage on the Premises.
IncidenttothePurchaser’sacquisition ofSub-Lessor’sinterestinthePremises,and Bank's
Joanandmortgage, andatyourrequest, we hereby certify as follows:
1, Attached hereto, as Exhibit A,is a copy ofthe Sublease, including all amendments
jereto,
2 The Sub-Lessee is theholderoftheSub-Lessee's
interest under the Sublease, and the
Sublease has not been modified, amended or supplemented in any manner except as
included within Exhibit A.
3. “‘ThoSub-Lesseowill
not enterintoany modification of theSubleasewithoutnotifying
you,
4, The initial term of the Sublease expireson or about November 16,2023, Norightsof
extension or renewal of the Sublease have been oxercised as of the date of this
Certificate.
5 The Sub-Lessee is in occupancy of all of the premisea covered by the Sublease
and is actively conducting jfs business therein, which business is the use indicated in
the Sublease,
6 ‘The Sub-Lessec is current in the payment ofall fixed rent axiother charges dueto be
paid under the Sublease, through July 31,2018. Norent orothersum payable under
the Sublease has been paid in advance of its due date thereof, and the Sub-Lessee
hereby agrees that it shall not pay any minimum rent or other sum due to be paid
---—_—_—_—.. —_____undertlie Sublease morethan fifteon(15) daysinadvanceoftheduedatethereof.
7, All of the obligations on the part of the Sub-Lessor
for the performance ofany work
have been carried out, and the Lessee has no claim against the Sub-Lessar for the
incompleto Performanceofany workoron account ofany claimed defect therein.
8, Asof the date of this letter, neither the Sub-Lessee nor the Sub-Lessor has failed to
muke any paymentortoperform anyobligation whicheachhastotheother,
9, Ifthe Sub-Lessee should assert a claim that the Sub-Lessor (i) has failed to perform
’
an obligation to the Sub-Lessee under the terms of the Sublease or olherwise, or
(ii) is in default under the Subleasein any respect, the Lessee shall provide written
noticetothe Bank by certified mail at the above address, and the Sub-Lessee egrees
that it will not exercise any rights which it might otherwise have on account ofsuch
failure or default until such notice has been given, and the Bank has had the same
opportunityto cureany
such failure as theSub-Lessor may have,
10, The Sub-Lesses has deposited with the Sub-Lessor the sum of $13,014.42 as a
security deposit,
11. The Sub-Lessee acknowledges thatthePurchager
and the Bank willbe relying upon
this letterin proceeding to acquire Sublessor's interest
in the Premises and make the
Joan aecuréd bya leasehold mortgageas described above, ThetermsSub-Lessce and
Sub- Lessor used in this letter include all successors and assigns of Sub-Lesses and
Sub- Lessor, however
they may acquire such interest
in the Sublease,
EXECUTED UNDER SEAL
Very truly youra,
Witness: Sub-Lesseo:
Newton Comer RestaurantCongupts. LLC
+
ae By: ae aj
cH bye Manay “Member
Sub-Lessor;
Bowden Hospitality Newton, LLC
‘kniisny Bitorenno, Men
oe
~.
,
NOTICE OF SUMMARY PROCESS CASE [OO*ET NUMBER Trial Court of Massachusetts
MANAGEMENT CONFERENCE 2312SU000037 District Court Department
ICASE NAME GCP Newton Hotel Limited Partnership vs. Newton Restaurant Concepts, LLC
[ATTORNEY (OR PARTY) TO WHOM A COPY OF THIS NOTICE IS ISSUED
Sander
A Rikleen, Esq.
YOUR HEARING IS SCHEDULED TO BE AN IN-PERSON
Sherin and Lodgen LLP CONFERENCE TO BE HELD AT THE COURTHOUSE LISTED
101 Federal St BELOW.
Boston, MA 02110.
DATE AND TIME OF SUMMARY PROCESS CASE MANAGEMENT CONFERENCE ‘COURT NAME, ADDRESS & TELEPHONE
Newton District Court
1309 Washington Street
01/19/2024 10:00 AM Newton, MA02465
Case Management Conference - Summary Process (617)244-3600
COURT COPY
AAA YOU ARE REQUIRED TO PARTICIPATE IN- AAA
PERSON AT THE SCHEDULED COURT HEARING
ITO THE PARTIES TO THIS CASE:
-The above caption Summary Process summons and complaint was filed with this court on 12/11/2023.
|-The purpose of this Notice is to inform you that a SUMMARY PROCESS CASE MANAGEMENT CONFERENCE has been
scheduled to be heard before a Judge of this court on the date and time inicated above.
-The scheduled hearing will be heid IN-PERSON. YOUR PRESENCE iS REQUIRED.
-The defendant's answer to the complaint must be filed and served on the other party no later than 3 days prior to the scheduled!
case management conference.
-If you require an interpreter, please contact the clerk's office as soon as you receive this notice to request an interpreter.
-At the case management conference, the Judge will review the complaint documents, inquire about the parties’ interest in
mediation and the availability housing cost assistance.
-The Judge will also consider whether there are stipulations, determine if discovery is required and establish discovery
deadlines, and unless the case is resolved, schedule a Trial date.
--For information about the summary process procedure, go to: mass.gov/topics/eviction.
For information about location housing services in your area, including mediation and rental assistance, go to:
lhedfuel.azurewebsites.net.
TO THE PLAINTIFF: You are required to have the enclosed defendant's notice served on the defendant by a sheriff or
constable no later than fourteen (14) days before the scheduled CMC event and in the same manner as is required for service
of a summary process summons and complaint. The return of service for the Notice of the CMC Event must be filed with the
court no later than the scheduled CMC event.
WITNESS:
Date First Justice Clark Magistrate
Issued: 12/11/23
Hon. Mary E Heffernan Henry H Shultz
ATENCION: ESTE ES UN AVISO OFICIAL DE LA CORTE. SI USTED NO SAVE LEER INGLES, OBTENGA UNA TRADUCCION,
BMCDCo80: 6/20/2023 ‘www.mass.gov/courts Date/Time Printed:12-11-2023 15:39:10
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= J COMMONWEALTH OF MASSACHUSETTS MIDDLESEX, ss. NEWTON DISTRICT COURT NO. 23128U000037 24Ol v4 GCP NEWTON HOTEL, LIMITED PARTNERSHIP, Plaintiff, THE OFCE INTHE OFFI Vv. CLERK OF COU! ery CF LESEX FORTHE COU! NEWTON CORNER RESTAURANT CONCEPTS LLC, FEB 2 0 2024 Defendant. il LS CLERK. REQUESTS TO DEFENDANT FOR ADMISSIONS Plaintiff GCP Newton Hotel, Limited Partnership (“GCP”) hereby requests that Defendant Newton Corner Restaurant Concepts LLC admit the truth of the matters set out below. Pursuant to Uniform Summary Process Rule 7(c), responses to these requests for admissions must be filed and served no later than 10 days after receipt of these requests. Pursuant to Uniform Summary Process Rule 7(b), service of these Requests results in an automatic two-week postponement of the trial in this matter. Requested Admission 1 _ On or about November 13, 2012, Newton Comer Restaurant Concepts LLC entered into a Sublease (as amended, the “Sublease”) with Bowden Hospitality Newton, LLC, as __ Sublessor, for the “North Restaurant Space” located at 296-334 Washington Street, Newton, Massachusetts (the “Restaurant Premises”). 2. In the Sublease, Newton Comer Restaurant Concepts LLC agreed to pay for its use of the Restaurant Premises on the terms set forth in the Sublease. 4870-7124-4690.v2 3 Plaintiff GCP is the successor in interest to Bowden Hospitality Newton, LLC as Sublessor under the Sublease. 4. Assuming that it was not validly terminated previously, the initial term of the Sublease expired on November 16, 2023 (see Exhibit A hereto, at 4). 5 GCP has served on Newton Corner Restaurant Concepts LLC a Notice of Expiration of Sublease and Demand to Vacate dated November 17, 2023, a true copy of which is attached hereto as Exhibit B. 6 Newton Comer Restaurant Concepts LLC did not attempt to exercise any renewal option provided by the Sublease. 7. Newton Corner Restaurant Concepts LLC remains in undisturbed possession of the Restaurant Premises which are the subject of the Sublease. 8 There is an action pending in the Middlesex Superior Court entitled GCP Newton Hotel, Limited Partnership v. Commonwealth Development LLC, as Trustee of the Gateway Realty Trust, Middlesex Superior Court, Civil Action No. 21-CV-1414, in which Newton Corner Restaurant Concepts LLC has been allowed to intervene as a party (the “Middlesex Superior Court Action”). 9. While the claims have been pending in the Middlesex Superior Court Action, Newton Corner Restaurant Concepts LLC has continued to occupy the Restaurant Premises without paying any rent and without paying any rent into escrow. 10. In the Middlesex Superior Court Action, Newton Comer Restaurant Concepts LLC claims, inter alia, that GCP’s 2021 attempt to terminate the Sublease for non-payment was invalid (Intervenor’s Count III, Prayer For Relief Part J). -2- 4870-7124-4690.v2 ~~ 11. In the Middlesex Superior Court Action, GCP seeks to regain possession of the Restaurant Premises from Newton Comer Restaurant Concepts LLC based upon a disputed Notice of Sublease Termination that GCP sent to Newton Corner Restaurant Concepts LLC in April 2021 (GCP’s Counterclaim Count I'V). 12, The Middlesex Superior Court has not entered a decision on the merits of the claims there pending between GCP and Newton Corner Restaurant Concepts LLC. 13. To date, the Middlesex Superior Court has not made any finding concerning GCP’s right to possession of the Restaurant Premises occupied by Newton Corner Restaurant Concepts LLC. 14. To date, the Middlesex Superior Court has neither entered nor declined to enter a Judgment for Possession in favor of GCP against Newton Corner Restaurant Concepts LLC. 15. No issue in the Middlesex Superior Court involves expiration of the Sublease on November 16, 2023. GCP NEWTON HOTEL, LIMITED PARTNERSHIP, By its attorneys, der A. Rikleen — BBO# 420280 Daniel S. Guenther — BBO# 703463 Sherin and Lodgen LLP 101 Federal Street Boston, Massachusetts 02110 Ph: 617-646-2000 Fx: 617-646-2222 SRikleen@sherin.com DSGuenther@sherin.com Dated: December 14, 2023 -3- 4870-7124-4690,v2 we CERTIFICATE OF SERVICE I, Sander A. Rikleen, hereby certify that on December 14, 2023, I served the above document upon the Defendant by email and by mailing a true copy thereof, first-class mail, postage prepaid, both directed to its counsel of record: David A. Conti, Esq. Dwyer Spino & Goncalves LLC 313 Washington Street, Suite 300 Newton, MA 02458 -4- 4870-7124-4690.v2 EXHIBITA GCP NEWTON HOTEL, Limited Partnership UniBank for Savings 49 Church Street Whitinsville, MA 01308 Re: Status of Subleaso Ladies and Gentlemen: Youhave advised usthatGCP NEWTON HOTEL, Limited Partnership ("Purchaser") is acquiring the interest of Bowden Hospitality Newton, LLC (“Sub-Lessor") in that certain property(the"Premises")in which thoundersigned (the "Sub-Lessee") presently occuplesspace under a Sublease dated November 13,2012 with Sub-Lessor, as amended on May 1, 2013 (the "Sublease"). In connection with such acquisition, UniBank for Savings {the “Bank") is planning tomakenlonusecured bya Jeasehold mortgage onthe Premises. IncidenttothePurchaser’s acquisition ofSub-Lessor'sinterestinthePremises,and Bank's Josnandmortgage,andat yourrequest, we hereby certify as follows: I, Altached hereto, as Exhibit A, isa copy of the Sublease, including all amendments thereto, 2. TheSub-Lesseois theholderoftheSub-Lessee's interest under the Sublease, and the Sublease has not been modified, amended oraipplemented in any mannerexceptas included within Bxhibit A. 3. TheSub-Lesseewillnot enterintoanymodification ofthe Subleasewithoutnotifying you, 4, The Initial term of the Sublease expires on or aboutNovember 16,2023. Norights of extension or renewal of the Sublease have been exercised as of the date of this Certificate. 5, The Sub-Lessee is in occupancy of all of the premises covered by the Sublease and is actively conducting its business therein, which business is the use indicated in theSublease, 6. TheSub-Lessee is current in the payment ofall fixed rent adother charges duetobe paid under the Sublease, through July 31, 2018. Norent orothersum payable under the Sublease has been paid in advance of its duo date thereof, and the Sub-Lessee hereby agrees that it shall not pay any minimum rent or other sum due to bo paid ee —_- —_—undertlie Sublease more than fifteen(15) daysinadvanceoftheduedatethereof. 7. All of theobligations on the part of the Sub-Lessor forthe performance ofany work have been carried out, and the Lessee has no claim against the Sub-Lessor for ths incomplete performanceofany workoronaccountofany claimed defect therein. 8, Asof the date of this letter, neither the Sub-Lesseo nor the Sub-Lessor has falied to make any paymentortoperformanyobligation whicheachhastotheother, 9. Ifthe Sub-Lessee should assert a claim thet the: Sub-Lessor (i) has failed to perform Ne an obligation to the Sub-Lessee under the terms of the Sublease or otherwise, or (ii) is in default under the Subleasein any respect, the Lessee shall provide written tolicetothe Bank by certified mail at the above address, and the Sub-Lessee agrees that it will not exercise any rights which it might otherwise haveon account ofsuch failure or default until such notice has been given, and the Bank has had the same opportunity to curéany such failure as theSub-Lessor may have. 10, The Sub-Lessee has deposited with the Sub-Lessor the sum of $13,014.42 a9 a seourity deposit, upon and the Bank will berelying 11. TheSub-Lessee acknowledges that the Purchaser tho Premises and make the interest inor's this letterin proceeding to acquire Subless Joan securéd bya leaschold mortgageasdescribed above, TheterrasSub-Lessee and Sub- Lessor used in this letter include all successors and assigns of Sub-Lesses and Sub- Lessor, however they may acquire such interest in the Sublease, EXECUTED UNDER SEAL Very truly yours, Witness: Sub-Lesseo: LLC MAP Newton CornerRestaurant Cong —— “e By: fi WW 8 yA ke, Mane Speck eniber Sub-Lessor: Bowden Hospitality Newton, LLC By: | , Manager we EXHIBIT B SHERIN2 Sander A. Rikleen 617.646.2263 LODGEN sarikleen@sherin.com November 17, 2023 BY OVERNIGHT COURIER Newton Corner Restaurant Concepts LLC 28 Gertrude Street Watertown, MA 02472 Newton Corner Restaurant Concepts LLC 320 Washington Street Newton, MA 02458 RE Notice of Expiration of Sublease and Demand to Vacate Sublease dated November 13, 2012 (as amended, the “Sublease”) by and between Newton Comer Restaurant Concepts LLC as sublessee (the “Sublessee”) and GCP Newton Hotel, Limited Partnership, successor in interest to Bowden Hospitality Newton, LLC, as Sublessor (“Sublessor”) End of Sublease Term (assuming no prior Sublease termination): November 16, 2023 Dear Sir or Madam: As you are aware, this firm represents Sublessor with respect to the Sublease. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sublease. Reference is also made to the Certification signed by Jeffrey Denecke, Managing Member of Newton Corner Restaurant Concepts LLC, attached hereto as Exhibit A (see in particular para. 4). Notwithstanding the prior disputes between the parties, and without prejudice to any of Sublessor’s pending claims in any venue that the Sublease has already been validly terminated, the Term of the Sublease expired on November 16, 2023. Accordingly, the Sublessee must vacate the subleased premises immediately. Sublessee has not attempted to exercise whatever Sublease extension rights it may have had pursuant to Section 13.13 of the Sublease. Nor was Sublessee entitled to exercise rights to a Renewal Term owing to Sublessee’s being in default for failure to make past due Sublease payments and operating its business on the patio without permission in violation of the Sublease and without Sublessor and Landlord’s written consent. Consequently, the term of the Sublease expired not later than the end of the day on November 16, 2023, and you are hereby notified to QUIT, VACATE and DELIVER UP the Subleased Premises no later than Monday, November 20, 2023 at 9:00 a.m. EST. ~ - 4868-5515-3291.v3 Sherin and Lodgen ue @ 101 Federal Street Boston, MA02110 @ t 617.646.2000 @ f 617.646.2222 ™ www.sherin.com as, Newton Comer Restaurant Concepts LLC November 17, 2023 SHERIN? Page 2 LODGEN Pursuant to Section 5.12 of the Sublease, upon expiration of the Term, the Sublessee is obligated to remove all personal property, peaceably vacate the Premises, and return the Premises in as good repair and condition as they were at the inception of the Term. Sublessor reserves all its rights in law and equity to hold Sublessee responsible for all costs and damages incurred by its failure to comply with the Sublease requirements. This letter is without prejudice to, and Sublessor expressly reserves it rights to pursue, all of its legal remedies for the damages incurred due to Sublessors’ breach of the Sublease. Nothing contained in this letter shall be deemed a waiver of any of such rights or remedies. Sincerely, ander A, Ril An SAR: dsg Attachment cc: GCP Newton Hotel, Limited Partnership, Attn: Derek Sylvester (via email) David A. Conti, Esq. (via email) Matthew A. Kane, Esq. (via email) David B. Chaffin, Esq. (via email) Independence Bank (via Overnight Courier) 1370 South County Trail East Greenwich, RI 02818 Gateway Realty Trust (via Overnight Courier) c/o J.F. White Properties, LLC 1 Gateway Center Newton, MA 02458 UniBank for Savings (via Overnight Courier) 49 Church Street Whitinsville, MA 01588 4868-5515-3291.v3 eos- a EXHIBITA GCP NEWTON HOTEL, Limited Partnership UniBank for Savings 49 Church Street Whitiusvilie, MA 01308 Re: Status of Sublease Ladies and Gentlemen: Youhave advised usthat GCP NEWTON HOTEL, Limited Partnership ("Purchaser") is acquiring the interest of Bowden Hospitality Newton, LLC ("Sub-Lessor") in that certain property (the"Premises")in which theundersigned (the "Sub-Lessee") presently occupies space undera Sublease dated November 13, 2012 with Sub-Lessor, as amended on May 1, 2013 (the "Syblease"}. In connection with such acquisition, UniBank for Savings (the “Bank") is planning tomaken loan secured bya leasehold mortgage on the Premises. IncidenttothePurchaser’sacquisition ofSub-Lessor’sinterestinthePremises,and Bank's Joanandmortgage, andatyourrequest, we hereby certify as follows: 1, Attached hereto, as Exhibit A,is a copy ofthe Sublease, including all amendments jereto, 2 The Sub-Lessee is theholderoftheSub-Lessee's interest under the Sublease, and the Sublease has not been modified, amended or supplemented in any manner except as included within Exhibit A. 3. “‘ThoSub-Lesseowill not enterintoany modification of theSubleasewithoutnotifying you, 4, The initial term of the Sublease expireson or about November 16,2023, Norightsof extension or renewal of the Sublease have been oxercised as of the date of this Certificate. 5 The Sub-Lessee is in occupancy of all of the premisea covered by the Sublease and is actively conducting jfs business therein, which business is the use indicated in the Sublease, 6 ‘The Sub-Lessec is current in the payment ofall fixed rent axiother charges dueto be paid under the Sublease, through July 31,2018. Norent orothersum payable under the Sublease has been paid in advance of its due date thereof, and the Sub-Lessee hereby agrees that it shall not pay any minimum rent or other sum due to be paid ---—_—_—_—.. —_____undertlie Sublease morethan fifteon(15) daysinadvanceoftheduedatethereof. 7, All of the obligations on the part of the Sub-Lessor for the performance ofany work have been carried out, and the Lessee has no claim against the Sub-Lessar for the incompleto Performanceofany workoron account ofany claimed defect therein. 8, Asof the date of this letter, neither the Sub-Lessee nor the Sub-Lessor has failed to muke any paymentortoperform anyobligation whicheachhastotheother, 9, Ifthe Sub-Lessee should assert a claim that the Sub-Lessor (i) has failed to perform ’ an obligation to the Sub-Lessee under the terms of the Sublease or olherwise, or (ii) is in default under the Subleasein any respect, the Lessee shall provide written noticetothe Bank by certified mail at the above address, and the Sub-Lessee egrees that it will not exercise any rights which it might otherwise have on account ofsuch failure or default until such notice has been given, and the Bank has had the same opportunityto cureany such failure as theSub-Lessor may have, 10, The Sub-Lesses has deposited with the Sub-Lessor the sum of $13,014.42 as a security deposit, 11. The Sub-Lessee acknowledges thatthePurchager and the Bank willbe relying upon this letterin proceeding to acquire Sublessor's interest in the Premises and make the Joan aecuréd bya leasehold mortgageas described above, ThetermsSub-Lessce and Sub- Lessor used in this letter include all successors and assigns of Sub-Lesses and Sub- Lessor, however they may acquire such interest in the Sublease, EXECUTED UNDER SEAL Very truly youra, Witness: Sub-Lesseo: Newton Comer RestaurantCongupts. LLC + ae By: ae aj cH bye Manay “Member Sub-Lessor; Bowden Hospitality Newton, LLC ‘kniisny Bitorenno, Men oe ~. , NOTICE OF SUMMARY PROCESS CASE [OO*ET NUMBER Trial Court of Massachusetts MANAGEMENT CONFERENCE 2312SU000037 District Court Department ICASE NAME GCP Newton Hotel Limited Partnership vs. Newton Restaurant Concepts, LLC [ATTORNEY (OR PARTY) TO WHOM A COPY OF THIS NOTICE IS ISSUED Sander A Rikleen, Esq. YOUR HEARING IS SCHEDULED TO BE AN IN-PERSON Sherin and Lodgen LLP CONFERENCE TO BE HELD AT THE COURTHOUSE LISTED 101 Federal St BELOW. Boston, MA 02110. DATE AND TIME OF SUMMARY PROCESS CASE MANAGEMENT CONFERENCE ‘COURT NAME, ADDRESS & TELEPHONE Newton District Court 1309 Washington Street 01/19/2024 10:00 AM Newton, MA02465 Case Management Conference - Summary Process (617)244-3600 COURT COPY AAA YOU ARE REQUIRED TO PARTICIPATE IN- AAA PERSON AT THE SCHEDULED COURT HEARING ITO THE PARTIES TO THIS CASE: -The above caption Summary Process summons and complaint was filed with this court on 12/11/2023. |-The purpose of this Notice is to inform you that a SUMMARY PROCESS CASE MANAGEMENT CONFERENCE has been scheduled to be heard before a Judge of this court on the date and time inicated above. -The scheduled hearing will be heid IN-PERSON. YOUR PRESENCE iS REQUIRED. -The defendant's answer to the complaint must be filed and served on the other party no later than 3 days prior to the scheduled! case management conference. -If you require an interpreter, please contact the clerk's office as soon as you receive this notice to request an interpreter. -At the case management conference, the Judge will review the complaint documents, inquire about the parties’ interest in mediation and the availability housing cost assistance. -The Judge will also consider whether there are stipulations, determine if discovery is required and establish discovery deadlines, and unless the case is resolved, schedule a Trial date. --For information about the summary process procedure, go to: mass.gov/topics/eviction. For information about location housing services in your area, including mediation and rental assistance, go to: lhedfuel.azurewebsites.net. TO THE PLAINTIFF: You are required to have the enclosed defendant's notice served on the defendant by a sheriff or constable no later than fourteen (14) days before the scheduled CMC event and in the same manner as is required for service of a summary process summons and complaint. The return of service for the Notice of the CMC Event must be filed with the court no later than the scheduled CMC event. WITNESS: Date First Justice Clark Magistrate Issued: 12/11/23 Hon. Mary E Heffernan Henry H Shultz ATENCION: ESTE ES UN AVISO OFICIAL DE LA CORTE. SI USTED NO SAVE LEER INGLES, OBTENGA UNA TRADUCCION, BMCDCo80: 6/20/2023 ‘www.mass.gov/courts Date/Time Printed:12-11-2023 15:39:10