RFF Family Partnership, LP v. Link Development, LLC et al

Filing 1

COMPLAINT Verified Complaint against Robert V Wallace, Jeffrey B. Karll, Link Development, LLC, Russell and Associates LLC Filing fee: $ 350, receipt number 0101-3432030 (Fee Status: Filing Fee paid), filed by RFF Family Partnership, LP. (Attachments: # 1 Civil Cover Sheet, # 2 Civil Cover Sheet Category, # 3 Exhibit A - Certificate of Organization, # 4 Exhibit B - Foreclosure Deed, # 5 Exhibit C - Desert Pine Mortgage, # 6 Exhibit D- Certificate of Organization, # 7 Exhibit E - Managers Cert, Cert of Manager, # 8 Exhibit F - Desert Palm Mortgage, # 9 Exhibit G - BD Mortgage, # 10 Exhibit H - Amendment of Mortgage, # 11 Exhibit I - Certificate of Organization, # 12 Exhibit J - Superior Court Complaint, # 13 Exhibit K - Link Land Court Complaint, # 14 Exhibit L - Note, # 15 Exhibit M - Loan Agreement and mortgage, # 16 Exhibit N - Guaranty, # 17 Exhibit O - subordination agreements, # 18 Exhibit P - Assignment, # 19 Exhibit Q - Settlement Agreement, # 20 Exhibit R - Russell Land Court Complaint, # 21 Exhibit S - Land Court Decision, # 22 Exhibit T - Memorandum of Sale, # 23 Exhibit U - redacted P&S)(Briansky, Richard)

EXHIBIT M

Lender CA License No. CFL603l t24

LOAN AGREEMENT
Ilt:t::^iq-ment("Agreement,')ismadeonocloberL(,zo0l,byandbetweenLrnkDevetopnenr,
LLC, a limited riabiriry company formed under trre
r"*r;fah" õ;*-onwearth of Massachusetts and
having an address ar 2 prince Srreet, gorton,
M"rr""iur"ì. ðiìn**a,1,
RFF Family partnership
Limired Partnership, a limited partnership lonned
"nd
under the iu_r-ol th" St"c.

and having an address ar 226

zj.

sn=.,,'su"o rr¿on'äò"ìiiääi, nooo,

ofCalilo¡nia (,.!ç¡cþ¡,,)

Forgood and varuabre consideration, the receipr and
sufficiency o'which arc hereby acknowledged,
4¡rLv¡¡ qrL t¡u'çuv dcKJlowreogeo, the
ü
follows:

'

parties hereby agree as

I.

DEFINITIONS

ll
G)

Defini¿ions As used herern' the fo'owing ¿erms sha'have
f.he fotowing
Appticabte Law: O,' ,"::::1:1rïeq r.ules;
rggutarions, orders and

meanings:

requirements ofall federat,
state, county and municipal govemments, commissions,-authorities,
agencies, boards and oflÍce¡s thereot.
Borrower,s Notice Address: 2 prince Street,
Boston, Massachusetts 021t3
.(b)..
(c) CommiÍment Fee: Forty_Two Thousand and
00/100 Dollars ($42,000.00)
Default Inkrest Rale: The interest rate ch¿rged
upon the occurrence ofan Event ofDefaull
and
referred to as the Agreed Rate in the Note.

(d)

íl

(e) Extended Intèrest Amount; - In_ths event the maturity
dat€ of the Note is extended pursuant to the
terms thereof' an amount equal to six (6)
-o.,'ttr" int".""i,
t¡," lot"."st n"te (as defihed iû the
Note) on rhe enrire Loan Amounr, whicú amount,
""á.ilã""t
o"". på¿,-l.sìo*,i_Lfrn¿uUf".

(f¡

:

Guarantors: Jeffrey Karll, of

) I t.,.L \VW

-¡,otn"iiøva-*i".""ìóìî.'Lä*ffi

(Ð

ffi

6¿shb

;"_yi;ïiïiìj::ffi åli,

Guaranties: ThaI certain Guaranfy ofeven date
by rhe cuarantor, together with the guaranties
ut anv rime hereafter et"""t"a uv u,tv ãttrá.'pã.iJ.
ä. *rirr, for the benefit ãfthe
ìälotlicutio"s

(lL)

of

Indebtedness: Thè principar ofand interest
on and
due under the Note, and at other 'indebted.".r
Documents' or any amendments, modinð"tions,"f
."n"*"rs

a, other amounts, payments and premiums
i"Tä". ,n¿".
secured by the Loan
"n¿ør
ot""y ofthe foregóing.
-rnä,"î*,
"ìJ"-",""*r"år"

Bo;;;;;;;

(í)
Intere.st Amount: An amounl. equal to six (6)
months ,*o"",,
u,
on the .Inittq.l
Loan Amount, which amount is due and payable
on ihe date hereofand"""*.0
is

,,

*r,"

non-refundabre.

ú)

Lettdel: The entiLy rra¡rrcd as such in the preamble
- - - ofthis Agreement, and,O successors ano
-^ ¡¡ ¡¡q ¡ ¡6' vv*rLrrr' 4uu rrù
assigns ás the ho lder, fron-ì time to time,
of the Note""0

*"""r..r,

fk] Lender's Notice Ad.dress, ,$F f31lr n nnership Limired partnership, 226 23d Srreel, Sanra
Monica, Califomia
90402,

(l)

A¡itl

Robert F. FrLedman.

L'¿g!: 'rhel'a&

granted hereunder by-Lender to Borrower,
as the same is.evidenced by the Note,
and is furthèr evidenced and secured by
the othet Loan

Do;;;";.

@
(n)

Loon

A.ourt;

One

*

Million Four Hundred Thousand and 00/100 Dollars

($ 1,400,000.00).

Loan Documents: Collectively,lhe Note, the
Guaranfies, this Agreement, the Mo rtpàEe,
the
Subordination Agreeme and aI othe; ¿o"u*"ntr
in"Juàãnir'"uia"rr"ing, ,""uring or rerating to the
Loan, includiirg.without limitarion, any morrgages, "n¿

ä;;;;, ,*ap agreements or documenrs.
^î.iã*"i " tlr*."i

sec";u,

together wirh all exrensions, renewats, mo¿ificà'tioni
an¿

or2854z

-1-

Lende¡ CA License No. CFL6031124

(!.
Mo..!!Cage, The Mortgage, Security Agreement and
Assignment of Leases and Rents ofeven
,
date herewith' granted by the Borrower for the benefi¡
ofthe Lenãer and encumbering the property-

(Ol
*E: The Promissory Note, of even date herewith, given by the Borrower and payable to the
order of Lender and evidencing the Loan, tôgether with alr eirensions,
renewars, modifications and
amendments thereol

t:ì.

'^

.Obl¿pa.t¡ons: Any and all ofthe covenanrs, promises, representations, warranties and other
made or owing by Bònower, the Guaranìors and othLrs
io, or due to, Lender unde¡ or as set
forth in this Agreement' the Note^and/o¡ the other roan Do""tna.u,
u"y
alr extensions, renewals,
modifications and amendmenfs ofany of the foregoing.
"n¿
"nd

oblþtions

G)

Project. The construction of the sire rmproveurents on the property
to be undertaken by the

Borrower-

ftl ,Etppptlr: The rear property owned by the Bonower and located ar I040 Broadway, Saugus,
Massachusetts, as more particularly described in the
Mortgage.
(t)
site Improvemenls: The site irnprovements to be ,,'.ade
by the Borrower in connêction with ihe
- Project consisting oFconstruction ofacciss ¡oads and utitity
property.
insátations
on the

(u)

Pþo:9lalirL4gree^rt:, The Subordination Agreemenf ofeven date herewith, granted by
Desert Pine LLC ("Junior Lender') for the benefit of
Le.rãe., subãrdinating th" oblig"ti;; ;;;;;i
Rorrower to the Junio¡ L€nder to the obligations owed by
Borrower to Lender.

2.

THE L,OAN. LOAN PROCEEDS AND PAYMENTS

2'l rtç I-oan. Provided that Borrower has complied wirh aI rerms and conditions
of this
Agreement, Loan proceeds will be advanced.on or abìut
the date orthis Agreemen!. The Loan he¡eunder
shall be evidenced by the Notè and BoÍrower shãt make p"y*""À
and interest thereon when
and at the rate provided in the Note. Borrower ack¡owl"àgá,
"ipr*"ipar
tnur rpó.tion àfih" Lo- A,oou.,, rr^ uá
previously advanced to Borrower by Lendè¡ìn the
amounåf S:OO,O'Oo anO tirat Leader,s obligation to
advance the balance ofthe Loan Amount, subject to
,t ,".,n.i"."åf, o limired ro $1.,100,000.00.

2'2

use

ofProieeds.

"

The Loan proceeds shall be used onry for the acquisition
ofthe propêrty, for
the. site rrnprovements at the property, and
to pay the hitiar k t"å"i. e-ou.rt. A¡ amount equar to the
Inúial Interest Amount shàll be preþaid to Lerde; ás ofthe

dut" he."of fro* the Loan Amount.
Lénder's Records. Borrower hereby irrevocably authorizes
Lender to make or cause to be
made on the books or Lendér, at or fouowinsihe rime
Ji
Loan and of rece-iving each payment or prepa¡rmentofprincipal]an
appropriate notation reflecting such
transaction and the then aggregate unpgid princiÞal batãnc"
oftt foån; howèver, failure ofLender to
make any such norarion, o. any error in any such notation,
sh"ll "
hereunder or under fþe Note. The agg¡egate unpaid principal
balance of ttre Loan, as recorded by the
Lender f¡om time to time on such boòks, sha'cónstitute p."ru*ptirr"
amount.

2.3

;ïilü;öä;;#ä

"";;ü;; ;";;;ìì;il;"f

ñi"åä

""

ilä";

2.4
ìeüay¡rgntl. All pal.rnents by Borrowe¡ hereunder and-/or "ui¿"n"eofsuch Noúe shall be
in respect of the
made without deduction, set'offor coünterclaim, notwithstanding
arf craim which eorrower may now or
at any time hereafter haveagainst Lender.

.

2.5 _ Ptepayment. The Éonower
at its option, prepay the Loan, in whole or in part at any time
'ray,
provided, however' that the Initial Interest Amount and
the Extended Inte¡estamount, irp"ia, a.á nonrefundable.

Lender CA License No_ CFL603 I 124

.

3.

CONDITIONS PR,ECEDENT TO ADVANCE

The obligation ol Lende¡ hereunde¡ to advance the Loan proceeds, or any portion rhereof,
shall be
subject to the prior or simultaneous occurrence or satisfaction of each oftúe foliowing
co;didons (the
"Conditions Precedent");

I Loan Documents. This Agreement and each of the other Loan Documents shall have been duly
executed and ãelivered by Borrower and shali be and remain outstanding and enfo¡ceable
in accordance
with thei¡ respeclive terms.
3.

32
No Default. There has been no material adverse change in the business o¡ condition, fìnancial
or otherwise, of the Bonower or of añy Guarantor and no Event of Default, nor any other
default (that,
with the giving of notice or passagè of time or both, would constitute an Event of Default if
not cuìed), in
the performance or observance ofany term, condition, or covenant ofthis Agreemenr
or ofthe other
Loan Documents, or ofany other contract, agree[ìent or other indemnit¡r by and between Lender
and
Borrower, has occurred.

3.3

Reptesgltalions and Warranties. The representations and warranties made by Borrower and the
Guarantors, in this Agreemenr and in ány ofthe other Loan Documents, are and.shall iontinue
to be true
and cor¡ect.

3.4 CompÌiance with Covenants and Agreements. Thc covenants and agreements made by
Borrower and the Guarartors to Lender, in this Agreenrcnt and in the other Loan Documents,
shalr have
been fully complied with as ofthe date he¡eof3.5

oiher Requirements Satisfied. Any other approvars, consents, conditions and requi¡ements
under the other Loao Documents or which might be required or established by Lender
shalihave been
satisfied and all Loan Documents and other instruments and agreements required by the
Lender shall Le
exdcuted and delivered by Borrower and Guarantor-

3.6 Fees and Exoenses. Borrower shall have paid to Lender the Con¡rnitment Fee together with all
other fees of the Lender and all cosrs and expenses (including, without limitation, Lende¡"h
attorneys;
fees) ofthe Lender in connection with the Loan: The Borrower agrèes that the Corn nir*"t
t n". iJionrefundable.
3.7

Titte-

Title tó the Properfy shall be vested in Borrow.cr, the Mortgage shall be a good first
mortgage and securiry interest of record, there shall have been no change in-tùe tö
the proie4y from that
as of the date of recording of the Morrgage and as ser forth in the TitleÞoticy p-rid"d
t" åti;;;;ati;
'
"rúþEol¡ay") or in any perinitted encumbrances shown on Schedule B tr oiriid ritt" poti"y
("EetEAEd E!qulsþ!elcë"), and there shatl be no intervening liens, encumbrances or other
iøie of facts
objectionáble to the Lender. The following endorsemenrs ro túe Title policy shall be issued
at the
execution and delivery of this Agreenìent and other Loan Documents: comprehensive,
Access, same as
Survey, Contiguity, Single Tax Lot Credìtor,s Ríèhrs and Usury,

3.8 survev. Lender shar! have received an ALTA survey for the property depicting current
conditions, in form and substance satisfactory to Lender, certified to Len¿"r un¿ r"naeÃ
title insurance

çompany.

3'9 Contrâcts. AII contracts concerning the Project or the Property a¡e and remain in full force and
€ffect, and neither the Borrower nor any other parry i; in default in tire performance
or pa¡.rnent of its
obligations thereunder.
3'10 l¡surance, Lender shall have received insurance policies or certificates ofthe insurance
required by this Agreement, and same shallremain in full force and effect.

o\2a542

ì
I

I

1,,

f'.

Lender CA License No, CFL6031124

3 l I Açççss The Lender shall have received sufficient evidence
satisfactory ro Lender, in rts sole
and absolute discretion, regarding access to the propçrty-

3.12 Othe¡ Requirements Satished. Any other approvals, consents, conditions and
requirements
under the orher Loan Documents or which mighr be rèàsonably
required
or

have been satisfied.

3

l3

Lealqs- Bonower sha[ have provided Lender with

a

"rtuurisn"a

ty i"nã"ììnatt

copy of alr reases, ricenses and other

agreements, ifany, relating to the property and any amendments
thereto.

3'14 Environmental Review. Lender shafl have received an environmentar review on property
the
which is satisfactory to the Lender in its absolute, sole discretion.
3-15

Legal opinions. Lênder shal have received regar opinions
conceming the execution, due
authorization and enforceability of the Loan Documenti, no
litigation penaing or theatened against the
Borrower or any Guaranto¡, no conflicts, perfection oftúe mortlag"
and any security interests and zoning
(bu-t, ar Lender's oprior sotely ro.the.exten¡ the
Lender is n",
by Lender in Lender's sore and absorute discrction, zoni,rg enãorsement
to the Titre

p;;d.J;;t; ,;;il;:ö:;r.;"ïäi";
Þolicy). -:*

4@

As an inducement to the Lender to execute this Agreèment and
to make the Loan, the Borrower hereby
represents, warrants and.covenants to the Lcnder, that:
4.1

Existence and Good Stand¡ne. The Forrower is a single puçose
entity, legally existing Iimited
-_liability company, is in good standing under the laws of the co"m¡rionwealt¡
ofMassachusetts, is

duly

alt jurisdictions

whe-rc it is tegaliy required to be so qualifiiã, anJil
il;,
l,b:rlless.in ro.ente¡ into
and perform this Agreement and each ofìn" Lo"r, Oo"uments
to
.,_:E1l,ply"la ".o_*tho.fy
w¡rcn rL rs parry'

lillll:l:"_

[o tulfrll rts respeqtive obligations set forth herein arid lherein
and to carry out the
transactions contemplaìed hereby and therebyi and the Borrower
is not in violation of any of the terms of
its operating Agreement, Articles of organiätion, or
similar docurnent as appticable, as now ineffectThe execution, d€livery and perfo¡mance ofthis Agreement

Lo". oo"r.''""r.,' t
"iî"i.
ir""ìoo, ¡"n"fi"i"ri.E ñ;;;;r;; """"

and each of the

duly autho^rized_by all ofthe members, managers, s'lockhol¿".r,

partners orthe Borrower, as the case maybe, and aü necessury
uJotrr".,""ä*öããi"", rr*"
been obtained and/or taken; wiI not require any conr"nt
otany"o*"nt,
rt irã-p-ty not obrained; w I not cbnflict
with or violate the provisions oI the OpLrãting Agreem*t,
e'o"f"ì oiO.i*l_ti"", .,
as applicabte, of the Borrower, and wiir not rJs.,Èìr,
ttre.iÁprriiøi ãr-y ri".,.
properfy o[ assets of the Borrower, except for the
""""-uãì""
liens creaied by the Loan
í

,i_ìür;;;;;
oiiî''
Documents_

4-2

Enforcçabilitv. This Agreement and each of the Loan Documents
are the varid and binding
obligations ofthe Borrower, enforceable in acco¡dance with
their respective terms.

4'3

Violarionsof Law. This Agreement and each ofthe Loan
Documents wi'not viorate

any
Applicable Law, or any indenture, agreement or other ¡rrstrumentio
which Bor¡ower or any Guaåntor is
a party or by which Borrower or any Guarantor
or any of Borrower,s or any Guuorrtor,s piop"r¡y ió
bound, or be in conflict with, result in a breach ofor ãonstitut"
au" ntt

1*iti

default under any such indenfure, agreement or other instrumen;:

4'4

""

unøot tup*"'oiii-"¡

u

Defaults No event has occur¡ed and is continuing and no coudition
exists which constifutes or;
after notice or laÞse of time or both, would constitute a
Dãfault or Event ofDefaurt by the Borrower o¡
any Guarantor under this Agreement or under any of
the other Loan Documents.
consents and Approvars. No consent o¡ approval or other
action by any govemmentar âuthority
or regulatory body to the execution, derivery and performance
of this Agreement or the Loan Documents
or the transactions contemplated thereby is requirld.

4'5

Lender CA Lìcense No. CFL603l 124

4'6

suits etc There are no su its, proceed ings or investigarions
pending or tkeatened against or
affecting Borrower, any Guarantor, or any trustee,
beneficia"ry, general pa¡tner, limited partner, officer,
shareholder, directo¡, member or manager of Borrow",
o.
as appropriate at law or in
equity, or before or by any govemmentãl or administ¡ative "ny'duur"nto.,
aiency or instrurnentality which, ifadversely
determined wourd have a mate¡iar adverse e ffec t on ttr.
uuañ.ìr'o.
tion of Borrower or any
Gua¡antor or which bring into question the varidity
"ondr
o.
of this Agreement or any ofthe
Loan DocunLents
".,fo.""uuiriry

'

47 Judgments. etc. No judgment, decree or order ofany court or govemmental
or administrative
agency or instrumentality have been issued against
Borrower or any Guarantor*hi"h h", ;;^;;;;";
a''y material adverse effect on the business or condition
of Borrowár or any Guarantor. Neither
Borrowe¡ nor any Guarantor is in default and no ev"nt
r,"" o"*o"à und is continuing and do condition
exists which constitutes or, after notice or lapse
of rim" or bottr, wouta constitute a default or event of
default, in any respect which would have a Åarerially
adve.."
on sooower,s or any Guarantor,s
financial condition or business, under any order or dL...
"rr"J,
ri".v
govemmentar authoriry or
under any agreemenr or other inst¡ument to which
"ã*a "r
Borrower or ány Guarântor is a pargr, or by which
Borrower or any Guarantor or Borrower's or any Guarantor,s
proierties are bound.

4.8

Title.. bor¡dwer has good.and clear title to all p¡operties and
.
assets ownëd by it, and atl
properties and assets used or held by it or necessary
toìhe'"oJu"t à¡it, uu"i.,ess, f¡eé and clear

ofall
mortgages, liens, pledges, charges and eneumbrance.,
- ""
ànd/il;;;;
#.*r'
previously- granted to Lender, rhe mortgag€
"*""pt.."u.if
and security inte."rr, b"irg g*;ì;üi"'""0".*noä^0..
**- '-*'*^ un¿
*"
under the Loan Documents and except as listed
on Schedule -e,,"*Jåîà."ì".

4'9 &Äes' Borrower and e¿ch Guaranto¡ have filed a' Federar, star.e,
county and municipal income
lax retums required ro have been filed and have paid at
øxes due as snown thereon or whicl¡ have
become due pursuant to any assessmenté received
by Borrower or any Guarantor or otherwise, and

Bo¡rower and the Guarântors do noL lnow ofany

.

o:r9 @.
statements and

bÁi" r"rì¿ãirio,i"i

"r.essment

in respect to such taxes-

AII information, reporæ, p"p"rs, Iin"rr"iai

datâ given to Lender wirh respecr to Borro*e,
orhers obtigared under the terms of this Agreement
"^¿
o. rh"
with the Loan are accurate and correct in ã' materiar

be necessary to give Lender a rue, compr"t"

-í cl".Jtãrã"ãiiäilåäiri"* _a
L";;;;;;;;
;ää;î
#::iå,"
respe"r, uai*-pra," insofar as completeness mav
"'"
r-'o*ì'"Ç oi trr" ,"u¡; ;;;il;;ä"

"nd """uraü

until the èntire Loa[ and âll other ind.ebtedness ofBorrower to l-ender
sha[ have been pâid.in fun and
all of the Obligations shall have bèen paid andlor performea,
nooì*", i
y
follows;
"r"t """"";;Å;ä;;;;;
5

1

oblieations and Indebredness of Bonower. Borrower
shat perform when due oi required a, of
sh". puy *h"n du" th" L*n un¿ ar
r"ã"uì"¿"ess of Borrower to lænder.
"ir,,".
52
.. M4intain Existence. Borrower sha preserve and maintain its existence, righls, frânc;ises and
' privileges in_the state of irs
organizarion ãnd in each other ,"ìi ir,"ìä, i i" legaly
required to be
qualified to do business.
the obligations and

5'3
5'4

compliance with

l-aws.

Bonower wilr compry with rhe requirements

ofat

Applicable Laws.

lnsurance- The Borrower sha' maintain coverage fo¡ at
colrateral for ih" Lo"n in
equal to.its full repracement varue, affording protecri""
"., "mount
isks and with such insu¡ance
companies as the 'Lender mav approve, suchr insurance "æiJr*i
ro l" p"vrbl; i;;;* ;f ìï.i .äËi, å"rrr"
ä"¿*
as mortgagee or loss payee (as its interest may appear),
(ii¡ puuiic tiatirity in ,u"r, u-ourrt unã
-iãru"i,
companies as Lender mav reasonabry r"qu"", ná*ingràia",
"::^'
un.uã¿itionut in."*d,
;.k"^
-5ot t28542

".

i;ii

Lender CA License No. CFL603 i t24

compensation insurance as may tre required by law and (iv) such other coverages,
including but.not
limited to business interruP tion insurance, as the Lender may determine is reasonab Le and riecessaryThe
Borrower shall fumish the Lende¡ at the Loan crosing with certincates evidencing
such insurance
coverages, and requlring thal such coverages will noibe changed or terminated
wìthout at least twenty
days prior written notice by the insurer to the Lender,

'

5'5 Books and Records Bor¡ower and the Gua¡antors shall maintain full and complele books of
account and other records reflecting the results of its operations. Lender
or id desrgnateä agents shall
have the right' at reasonabre times and upon reasonabli notice, to inspect; mak"
cop-ies and./ãr audil '
Borrower's and any Guarantor's books ofaccount and records.
5.6
-

Financial Statement¡ and

(a)

ReÞorts. Bonower will fumish

Within thirly (30) days after

the Lender the following;

the end ofeach fiscal quarter, a balance sheet, a statement

of income and expense for such year and a statement ofchanges in financiar position, all
in form and in
detail satisfactory to the Lender, wjth a compilation level re¡¡ãrt thereon by a'".rtineá puuri"
a"count nt

reasonably sâtisfactory ¡o the .Lender;

(b) Borrower's federar inpome tax retum by Apr r ofeach year or such later date, but not
late¡ than octobe¡ 15, upon which such retum was submitted-iursuant to lawful extension;
(c) A personar financial statemenl and a copy ofthe guaranto¡'s
fiom each individual Guarantor by April l5,r'ofeach yeai; and -

r.ax

retum wilr be required

(d) All such statements and reports shall be in fon¡ and substances satisfactory to the
Lender' and shall be in reasonabre de¿air, in accordance with
þenera[y accepted accountin! principres
consistently applied and certified as complete and accurate by Borroûer or
ir,. cuuruntor.lá, it. i"r"
may be. The Borrower.will also provide, promptly, such othã¡ information conceming
the Borrower or
any Guarantor as the Lender may request from time to time_
:'t , No Furùer Financing or Indebtedness. Borrower shall not. without the pr¡or written consenl
Lender' create, rncur, assume or suffer to exist any additional indebtedness, securJd
or unsecured, or
- _-' "
guaranty' endorse or otherwise become directly oicontingentry liable

of

in co;nectr"" *itr, ü,"
indebtedness ofany other person or entity, or create or permitio be created
or to remain, any mortgage,
pledge, lien, leaçe, encumbrance or charge on, or condiiional sale or
other title retention agre"."ni úii,
respect to the Property öc any of its other assets o¡ income therefrom, whether
or not suboidinated to the
Loan, other than those granted to Lender with resp€ct to the Loan Documents.

5.8

, Taxes. Borrower will pay_ail real and personal property taxes, .assessments and charges and all
franchise, income, unemployment, old age benefi! withholaing, sates, use, and
other taxes assessed
against it or payable by it at such tinres and in such mann". to
lr"r,"niuny p"""lt À;;;;;;;;oi
uny
lien or charge from attaching to its properties. The provisions if thi, s"ciiãn,
however, shall njpreclúde
Borrower fromcontesting in good faith by appropriate legal or adminístrative proceedings
any such tax,
provided Borrower pursues any such contest with all due diligence
and timelesrn""" oo.-rh"liBor.o*"rl
--''- be in default under this subsection by reason of the exístence of a rien for taxes
not then due.

.

5'9 Maintenance. Borrower will putand maíntain its properties in good repaiç working order and
condition, and lrom time to time, make ãü needful und p.opå. .åp"i.r, ."newars
and. replacements.
5'10
- Ðistributions. Booower will pay no dividends either in cash or kind onany class of its stock or
membership interest, nor nake any distribution on account ofits stock or any
other
ovqrership interest.

5' I

I

I-oa4s and

Advances. Bo¡rower wi[ not make any

loans or advances to any ind.ividual, firm or
corporation, including, without limitation, its members, parhers, ofñcers and
employees, proø¿áa,
however, that Borrower may make advances to its emplóyees or managing member,

io"fuäi"g

-6-

i;;in""r*,

Lender CA License No. CFL603l 124

with respecf to elpenses incurred by such employees or managing member or which
expenses are

custo[rarily reimbursable by Bor¡ower. Borrowe¡ w r not invesi in or purchase any
interest, stockor
securities ofany individual, firm, partnership, company or corporution.
5-

12

Mersers.

Bonower

wi

not merge or consoridate or be merged or consoridated with o¡ into

any othe¡ corporation ol other entity-

13

sa les. Borrower wi lr not se[ or dispose of any of its assets,
including, without rimitation, the
Property, in whole or in part, diiåctly or indirectry, without rhe prior wntten consent
of Lende¡-

5

5- 14 chanqe in BuSiness. Borrower wiu not engage in any
business other thao the budinèss in
which it is currently engaged or a business reasonably altre¿ the¡eto.

5--15

Debt subordination. A[ indebtedness ofthe Bonower for borrowed money
to any related or
other party now existing or hereafter owing, shal! be subordinated to the lndebtedness
ofthé Borrower to
the Lender by subordination and standstill agreements satisfactory to the Len¿*
h iæ r"l"
dìscretion, and all promissory notes and other instruments evidencing such dubordinated
""0¡Ur"fri."
indebtedness
shall be assigned to.the Lender at Lende¡'s request.

5.16

;

Collateral. Borrower

acknowle.dg€s and.agrees thal any and all collateral to secure repayment
ofthe Indebtedqess under the Loan Documints (whe-the,
,"ut propeity, personal propérty or
"onriiruting
botú) shall also be deemed security for the repayment ofany other in"debtedness
of the Borrower or any
Guarantor to Lendeç whether now-existing or hereafter arising, whether as principal
obrigor or as a
surety, endorser, guarantor or otàerwise, and whethe[ or not otherwise secured.

tl!. Pefmits and compriance wi¡h Law: Alr permits. Iicenses, variances and other approvals
(collectively the "Approvals') necessary for the construction ofthe Site
Improvements shàil be obtained
on or before March 3 l, 2008, and the properry, and the sitg Im¡rrovements, and a¡
construction shall be
in compliance with all Applicable Laws and will, upon corlpteiion, be in compli""".;uh
;ü ;;;ìì;r;i"
Laws and Approvals; and at Lender's request, Borrãwer shaìl provide evidence
satisfactory io Lender
(including, as appropriate, the opinion ofBorrower's counser. with respect
theieto) as to compriance with

the foregoing.

5.18
liens or encumbran"es,

*h"th". ir,f"rioi oi

.

The properfy shall not be subject to any
Dãcu-ments, except in respect

of (ii

rear

''
estate taxes and personal property taxes not"upeoioirofhelã and (íi)
yet dt¡e and payabte;
the perrÀtted exception
("Permitted.Exceprions"), ifany listed on Schedure B hereio.
Ail rear'estate taxes, personar property
taxes and othe¡ mirnicipal charges relatirig to the property shalr be cunent.
Ir!.addition, Bonàwer shall
not grant any ea.ements, rights ofway, reshictions or other encumbra¡ces
on the properþr without
Lenders' prior written approval.

5.19

Monthly consultations. Borrower shall have monthly conferences with Lender to repof
on thé
status of the permir and approvars rêquired for the project and the status
ofconstn¡ction of thà site
Improvements-

5.20

Development Plans. Borrower sharl not alæt the development plans for the property
in any
material_respêct without the p¡ior written consent ofthe Lend"r,ihich
shall noi be inreasánatly
withheld, conditioned or
"or,sent

delayed.

5-21.

.

.

.

-::-"---

Lirlitatþn on Conshuction. Other than the Site lmprovements, no additional construction
work

snalr. be undeÌtaken at the Property without the Bo''ower fìrst obtaining
the prior written consent
Lender, whrch consent may be withheld for any reason or no reasôn.

o|28s42

of

1,,

lr.
I
I

Lender CA License No. CFL603l l24

5.22 Pavment/Performaoce Bonds. Bonower shal obtain payment and performance bonds in the
amount of any construction contract entered into by tire Borower for the
Site lmprovements
naming the Lender as duaì obligee.
6.
6l

EVENTS OF DEFAULT

Events ofDefault. The occunence or happening, from time to time,
ofany one or more ofthe
follo\Ã'ing events shall constitute a "pgþq!" ot an;'Èu"niáf D"f"urt" under
this Agreement:

(u) Pavment of Indebtedness: Ifan Event ofDefaurt under the Note shau occur; or if
Borrower sharl defaurt in the due arid punctuar paymént of alr or any portion of
the Indebtedness or any
other indebtedness to the Lènder as and when the same sha[ become due and payabre,
wherher at the áuc
date thereof or at a date fixed for prepayment or by acceleration or otherwise.
(ol Performance ofOblig4llions: IfBorrowe¡ or any Guarantor shall default or continue to
default (after any cure periods, ifany) in the due observanáe, payment o. p"rf";;r;;
;i;;;;f ih"
Obligations or any other obligation ofthe Borrower or any Guaran¡or to the Lender.

.be in

. (c) Breach of Representarions and warranties: Ifany representatron or warranty made in,
under o¡ pursuant to tþis Agreemeirl or any representation or warranty contained
in any of the Loan
Documents, or¿ny represen[ation or warranty made hereafter by Borrower
or any Guarantor to Lender
shall be breached or shall prove to öe false, inaccurate or incomplete in any material
adverse respect as of
the date on which such reprei€ntation or warranty was made.
(d) Loan Documents" Ifan Event ofDefault or iia delauh (alter applicable notice and cure
periods, ifanyl shall occur under any ofthe other t_oan Documents.
(e)
of tlf
lroperty

Atrachment. The issuance oIan injunction or attachmenl. against the Borrower,
any
any endo¡sêr,. guarantor or surety for any Obligãtion under any
Loán
P?rrowe1.o¡
Docu¡nent which is not dismissed or bonded., to the satisfaction oftúe Lender,
within sixty (60) days after
lssuance.

(0
Creditors. The calling ofa meefing of creditors, appointment of a commiftee
ofcreditors
or liquidating agents or offering ofa composition oi extension to ciËaitors oy, for,
or with the consent ãr
acquiescence ofany ofthe Borrower or any endorser, guarantor or surety
for any ObligationG) .- ry9!vg!+. The insorvency of the Borrower or any endorser, guarantor or surety for any
o,bligatio4 the filíng of bankuptcy by, or against Bonower unress'the s"*" iJ¿ii*rrr.J

ø;il'Jb, -

(60) days.

(h)

other Deføults. TÍte occurrenêe ofany materiàl default under any agreement,
note or
other inskument evidenciug or relating to any obligation ofthe Borrower to
any othei person or entit¡r

-

for the payrnenf of money.

(D

J. udgmenx. Ifany money judgment orjudgments aggregating
in excess of$25,000 are
.
eatered against the Borrower or any eudorser; guarantor or surety foi-any
Oblìgation.

ú) Material Adverse Change. The occurrence of any materially adve¡se change in (he
condition o¡ affairs (financiar or otheiwise) ofthe Borrowe. o. uny
gru."n,o. o.
Obligation.

(k)

"ndo.ser,

"î."f

fo.

"ny

Death: Dissolution' The death, incapacity or voruntâry or invoruntary termination
or
dissolution ofthe Borrower or any ofthe Guarantor, as ajpiicable.

0t

128542

Lender CA License No. CFL603 I 124

(l)
Chan¿e in Ownershi¿. Ifthere isanychange
in the legal or beneficial ownershrp in the
Borrower or the transfer ofa conlroliing interest
in ,rr" a"ri*"r-to u"y other person or entity without
the
prior written consent oI Lender.
(m)

permits. The rairu'e ofthe
Borrower to obtain

rhe Project on or before March I

l,

a'

200g.

pemrrts and /or app.ouars r"quir"d fo,

(n) Other Defaults.,Tl\edefâultoreventofdefaultbyBorrowerorGuarantorunderany
Ioan arrangement' including, without limitârion,
;ìi;;;ions

7. REMEDIESONDEFAULT
71' Riqhts ênd Remedies on Default.

owed to the Junior Lender_

".d".."y

upon the occunence ofany Event ofDefault and atany
time
^
the¡eafter, in addition to any other rights and remea¡es
avaitaute to itre Lender hereunder o¡ otherwise,
the Lender may exercise any one or Ãore of the
followinj .igf,t" unà ,"."ai"",

(a) Acceleration: Dec rare the unpaid porrion o I the Loan and
any other obligations of the
Bdrrower or any Guarantors to the Lend"t to ûe irn-"aratai
âu.ã puyrur", without furthe¡ notice or
hereby is expressly waived by Borráwer and
Guarantor), whereupon rhe same,
lem1na G{r gfwhich
together with all interest accrued thereon and any
applicable p.ep"frn"nt r"", sn"rr u""o-, i**"ãì^t"iy

due and payable.

(b) Enforcemen!: Enforce alr ofits rights and remedies as provided
under rhe Note or anv of
the Loan Documents and/o¡ enforce the piovisions
of this eg.;"",
by legal proceedings for the specific perrormance of
"i.f "";;ä.;;;;;"_åi"
any
the enforcement ofany other approprìate^legal
"oä"*ã. ugr""."á,;on¡;il;;r"*;;;ï;.
or equita'ble r"-"Jv,lna ,r," r"nder may recoverdamages
caused by any breach by the Borrower ofthe provisìons
oftf,ia Agr."*".,t o,
ofthe Loan
Do-cuments, including court costs, attomeys' iees
"ny
and other costsänd expenses incurred in the

enforcement ofthe obligafions ofthe Bo.rower h"reunde¡.

(c)
Other Rights and Senedies: Exercise all other rights and
remedies which the Lender
may haúe.under applicable law or rn equrry7,2 Remedies cumurative and-concurrent. The rights aid remedies
oflender as provided in thís
Agreement and in the other Loãn Documèntr .h"t
b"
separately, successivery or together against Borrowe¡ "uä,rt"tirr" -ä"on"u.."n, ".d may be pursued
or the Guur"r,to. o. aoy
any one or
more of thern, at the sore discretion of Lrcnder, andmay
be
a. ort"r, "ollateral,.or determine
Lender jhalr
as occasion therefor shar arise. The fairure ro
"s
exercrrá uny"*"rli""ã
*"r,
cohst¡ued as a ìvaiver or ierease thereof, nor
shal the choice of onJrLedy be deemed an election
of
remedies to the exclusion ofother remeilies-

i'güo;;;;"Jr,ril.ä"äi;'J'-

7'3,

Rele-ase of Sgcuuk. Lender may release, regardless of consideratioir,
any part of the security
held fo¡ the Loan or obligations without, ãs to the
ier¡iain¿"i
r""*iay, in any way impairing or
alfecting the liens ofthe Loan Documents orrt",. pnor,ryì".r
*y."uo.oi""r" rien. without affecting
the liability of Bnnower or any other perron
1"x"eit uny i".son
.el"ased in witing) for
pa¡nent ofanv Indebrednêss secured tr.reuy
"íp."ssly
o. foi p"rÉoåna""" oiloy oirigutior,,
without affecting the rights of Lend€r wittri"*p""t to
"onãiiJî"."in,
uny .""".rtt
released ih writing, "r,a
'Lender may, at any time and from time to time, either
bJfore o. íÀ!r."a"ty
Note, and without
notice or consent; (i) rerease anv oerson riabre
"rthe
for payment orutt oï"iy purt ofthe lndebtedness or
for
performance of a¡v obrieations: (ìi) mak"
tie time o. ottrerwise arrering terms
of.payment ofall or any part ofthe Indebtednes{ or
modifyi"g., i"ì"¡.g _y Obligation, or
subordinating, niodi$'ing or otherivise.dèaling wih
rhe lie; år'"iu.gäi"."ot
{iii) exercise or refrain
from exercising or waiving any iight Lena". *"y t
1*1 u"""Jiã¿it¡on"t ,""urity of any kind; or (v)
release or orherwise deal with ariy properqy,
,"uio. p".sònãt, ,eciringle kraebteOness.

^

"iii"

."äp**ry

-t d"'";;;;;#iJg
-.;
-9-

0t128s47

I

li
I

Lende¡ CA License No. CFL603l 124

8.

MISCELLANEOUS

8.I Further Assurances- Borower and each Guarantor, uporr the request ofLender, will execute,
aclorowlèdge.and deliver, or wr cause to be executed, aclcrowredged
and derivered such further
instruments (including, without rimitation, financing statements,
sribordination and attomment
agreement, estoppel certifìcates and declarations ofno set-off) and do
such further acts as may be
necessary, desirable or proper to carry out more effectively the purpose
ofthe Loan, this Agreement and
the. Lo¿n t)ocuments. Upon any failure ofBorower to execute
anå deliver such instr,-,menä, certificaies
¿nd other documents on or before ten (10) days after receipt ofw¡itten
request ,r."."r"r, i""i". -ry,*"
make, execute and record any and a[ such instruments, ceitificates
and otùe¡ do"ua.nt", urrd Bo..ã.".
inevocably appoints Lender the agent and attomey_in_facr (which shall
b" *"pl"J;i;;;;i
.äõ;;
Borrower to do so.
8'2 Materialifv. Alr representations, warranties, covenants and agreements set forth in this
Agreement and in the Loan Documents are material and shallbe
deemeã to have been relied upon by the
Lender in making the Loan, nôtwithstanding any investigation heretofore
o.he."aft".
ufth" '
Lender.
^ua"
8.3 Survival. The warranties, representations, covenants and agreements set forlh in this
Agreement and ín the Loan Documents shall survive the making
of th-e Loan ana u"
delivery ofthe Note, ánd sh;ll continue in full forcç and effect intil the
Indebtedness "*."urion "n¿
shall have been
paid in full and all obligations performed, excepting only such obligations
as specified in the Loan
Documents which, by their terms, survive the repayireniofthe Indeîtedness.
8.4 Notice. All notices, demands, requdsts and other communications required under this
Agreerhent shall.be in witing and shall be given to Borrower ar
Borrower,s Noi,"" ¡.¿¿."ri uná to
Lender ar Lender's Notice Address (and a copy to Francis E. perkins,
Esquire, Bums & Levinson LLp,
.125 Summer Sfteel Boston, MA 021l0), by certified
or registeied mail, rltum."""ipt."q,-,.ri"Jo, Uyl
ovemight courier service with service confirmed.
8-5
Lender's Riqht to Perform the Oblig¿tions. lf Borrower shall fail tri
make any pa)¡ment or
perform any act required by this Agreement or the Loan Documents,
then, at any time tieráft.a wittrout
notice to or demand upon Borrower and without waMng or rereasing any
obrigãdon or aefaurt, ien¿e¡
may make such p-ayment or perform such act for the ac¿ount ofand ãt
the
ofBorrowei. All
sums so paidby Lendc¡ and all costs and expenses, including, without
"^p*."
limitati"",
i"".'r.a
expenses so incurred together with interest thereon at the Deiaurt.I¡rterest
"tt.*iy.;
Rate, from the date ofpayment
orincuníng, shall constitute additions to the I¡debt€dness secured by the Loa,,Dr";;"tr,
;;;úr.;;'
paid by Borrower to Leirder on demand.

86
l¡tesratioi,/Severabilitv. The Loan Documents embody the entire agreement between
the
parties, supersede all prior agreements and understandings,
writán or orar, ifany, rerating to the subject
matter hereof. h case any one or more of the provisions of this Agreement
or oi any of tt" Loar,
Docume¡rts
be invarid, ilregar or unenforceäbre in aúy respeJt, the vatidity of this Agreement
_shall
and
each of the Loan Doci¡menrs and the remaining provisíons therËofsiall
be in nã way
ir"jJi""a
or disturbed thereby.
"nJt"o,

8j,

Mgdifìcations' This

AgreemenÇ the Loan Docurhents and the terms ofeach ofthem may
not
dinated orally, bur only by an instrumenr or instruments in úiting
slgned t¡y the party against which enforcement ofthe change,
waiver, discharge or termi4ation is

:.:jlï:9tl:lïil ll:d:.c:j:'

asserted.

8.8

Apolicable Law.. This Agreement, together with the Note and each of the
o¿her Loan
D-oouments.shall be govemed by and construed according to the
laws ofrhe commonwealth of
Massachusetts, and this Agreement is executed as a sealà instrument
under

M"..;;;."nr'i;;.

_

0t t28542

l0_

Lender CA License No_ CFL603l124

Bonower hereby submits fo thejurisdiction ofeach state and federal cou¡t which sits in
The
Commonwealth of Massachusetts, and agrees that service made in accordance wilh
lhe notice provisions
of this Agreement or the other Loan Documents shan be proper service- Venue for the
enforcement of
any ofthe obhgations under this Agreement or under anyofìhe Loan Documents
shall lie in
Massachusetts; and Borrower waives any right to claim that Massachusetts
is an inconvenienl fo¡um.

g

8
Headines The articre headings and the secrion and subsechon caphons are inserted ror
co¡venience ofreference only and shall in no way alter or modify the text
ofsuch a¡ticles. sections and
subsections.

8.10

Certain Waivers.

BORROWER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
ANY RIGIIT
JTJRY TN RESPECT OF A'\TY PROCEEDING ARTSING OUT OF
OR
RELATING TO THE LOAN OR ANY OTHER CLAIM ARISING OUT OF THIS ,4,GREEME¡ì"I,

TO A TRIÄL BY

OR THE LOAN DOCUMENTS OR IN CONNECTION WITH ANY OBLIGATIONS
OR
ALLEGED OBLIGATIONS OF THE LENDER TO. LOAN MONEY TO BORROWEIL
lglloypR KNOwiNGLy, voLUNrARrLy AND INTENTTONALLy: (A) wArvES Añy
RTGIIT TO AND AGREES' NOT TO BRING AI\ry PROCEEDING INCLÙDING
WIiEOUT
-

LrMrrArroN couRr . AcrroN; ARBrrRArroN, nrorÀrl'oñ, -n¡miñrdriüäi,¡

,

1l

PROCEEDING OR OTII'RWISE AGAINST LENDER AND/OR ANY
AF'FILIATE, OTHER
TIIAN IN TIIE COMMONWEALTH OF MASSACHUSETTS; AND (B) WAIVES,tÑY
NOW
EXISTING AND/OR HEREÁ.F'TER .ÂRISING RIGIIT.TO ANY'dONSEOUiE¡NIA¡-,
PùÑriir.E,
SPECIAL, EX,EMPLARY AND/OR TNCTDENTAL DAMAGES. B"r.;;; ;;k;;;*g;;;;,

' neither Lender nor any of its representatives, agents or counser has represented that tender wourd
not, in the event of any such su¡t' action or proceeding, seek to e,,force the foregoing
waiyers.
.Borrower acknowledges thar Lender has been induced-io
enter into thi. Ag.";;;¡ l'y, ;;;;;
ofher things, this waiver-

I

8- I
Costs and Expenses. The Borroùer agrees to pay on demand all reasonabte (i)
costs and
expenses (including without limitation, legal fees) of tire Lende¡
in connection with tüe closing ofthe
Loan, the preparatiön ofthe Loau Documents,.anf amendniênts or modifications ofany of the ioan
Documenr's subsequent to fhe date hereof, and the examination, review
or a¿*iri.t
foregoing and (ii) filing fees, stamps and other taxes payable or determined to
"tiãniru"y.iìi"
be payable in cãnnection
with the execution and delivery of this Agreement anå ách of the Loan Documenis.
The Bonower
agrees tg pay imrnediately and without demand all reasonable costs
and expensês (inbluding, without
limitation, the fees and out-of-pocket expenses of legal counsel and independent public
incurred by the Lender in connection with interpreting, administering, preserving,
e.rforcing or exercising
any rights or remedies under this Agreement and the other Loan
Docluments, alr whether
ãction is instituted, rlith inte¡est at the Default I¡te¡est Rate from trre ãate of.xpenditure
by Lendãr untii
said sums have been paid by Borrower. In addition to other charges
her"urde.,-Bo.row".
pay a fee
to Lender of $25 -00 ifBonower makes a payment on the [-oan or-any
other o6iigution. una tt å
o.
Þreauthorized cha¡ge with which the payment was made is later dishãnored.

aq";"";it

ortt regal *i[

lí""t

8'12

Np Reprçsentations bv lænder.- By accepting or approving an¡tíing
requireir to be observed,
perlormed or fulfilled or. to be given_to Lender, pursuant to this Agrãement
and trre Loan Documents,
(but nqt limited tô) any officer's cerriiicate, survey, appr"aisal
including
or insurance poricy, Lender súall
not be deemed to have warranted or represented the sufficiency, iegarity,
effectiveness or iegar effect of
the same, or ofany term, provision or condition thereof, und
ä""ptun"e or approval thereofshall
'
"uóh
not be or constítute any warranty or representatíon witfr respect thereto
by Lender.

8-13 No Liabilitv. Any term or condition ofthis Agreement or ofthe Loan Documents to the
conhary notwithstanding, Lender sha not have, and by its execution and acceptance
ofthis Agreement
-l t01t28s47

Lender CA License No. CFL603 t i24
hereby exþressly disclaims, any obligations or responsibility for the management, conduct, or operation
the business and affairs ofBorrower or any Guaranlor.

of

8-14 Gender/Plgral. The use in this Agreemenr or ir any ofthe Loan Documents ofany gende¡ shall
include all genders and the singular nurnber shall include the plural and visa versa as the context may
rcquire.
I¡

Witness Whereof, the Borrower and Lender have executed this Agreement as a sealed Massachusetts
instrument and d€livered it to Lender as of the date fi¡st above written.
WITNESSES.

.?,f-5

BORROIí'ER.

{**

lþ¡F,,
Ò}r¿o
LENDER:
RFF FAMILY PARTNERSHIP LIMITED
PARTNER.SHIP

By; R.F.F- Inc-, Its General Partner
By:
Name:

Name Robert F- Freedman
Trile: President and Treasurer

Address

0t128542

Lender CA License No. CFL603l 124

hereby expressly disclaims, any obligatioris or responsibility for the managemenq conduct, or operation
ofthe business and affairs of Borrower or any Guarafltor.

8.14

GenderÆlural. The use in this Agreement or in any ofthe Loan Documents ofany gender shall
include all genders and the singular number shall include the plural and visa versa as the context may
require.
In Witness Whereol the Borrower and Lender have exeçuted this Agreement as a seåled Massachusetts
inst¡ument and delivered it to l,ende¡ as ofthe date first above written.
TTTNESSES:

BORROWER,.

LINK DEVELOPMENT, LLC

Name:

Name:

Title;
Address

LENDER:
RFF FAMILY PARTNERSHIP LIMITED

PARTNERSHIP

áddress

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G

ut'
'foVot

-t2-

Lende¡ CA License No. CFL603l 124

SCHEDULE A
LIENS

Lender CA License No. CFL603 l l24
SCHEDULE B

PERMII-TED EXCEPTIONS

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200t101600Js3.8k-:2illPltll!l
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\
MORTGAGE. SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND
RENTS

KNOW ALL MEN BY THESE PRESENTS tITAt LINK DEVELOPMENT' LLC, A
Massachusetts limited liability company, having an address at 2 Prince Street, Boston,
,'Moftgasor" ), lor good and valuable consideration, the receipt and
Massachusetts 02i 13 (the
sufficiency ofwhich are hereby acknorvledged, hereby (i) grants and conveys to RIF FAMILY
PARTNERSHIP LIMITED PARTNERSHIP, a Califomia limited partnership having an address
at 226 23'd Street, Santa Moníca, Califomia 90402 ("Morteaeee"), with MORTGAGE
COVENANTS and with power of sale, the property located at 1040 Broadway, Saugus,
Massachusetts as more particularly described in Exhibit A annexed hereto and incorporated by
reference herein, together with all estate, title, irterests, title reversion rights, rents, increases,
issues, profits, royalties, rights ofway or uses, additions, accretions, servitudes, gaps' gores,
liberlies, privileges, water, air mincral, oil, gas and drainage rights, water courses, alleys, streets,
passages, ways, vaults, adjoining strips ofground, licenses, tenements, franchises' hereditaments,
rights, appurtenances and easements, transfer & permits, lìcenses, variances and all other
approvals (collectivet¡ the "Approvals") now or hereafter owned by Mortgagor and existing,
belonging or appertaining to or abutting said property or any portion thereo{ all claìms or
demands whatsoever of Mortgagof fherein or thereto, either at law or in equity, in possession or
in expectancy, now or hereafter existing, and âll estate, right, title and inte¡est of Mortgagor in
and to all streels, r'oads and public places, opened or proposed, now or hereafler used in
corulection v/ith, existing, belonging or appertaìning to, said property or any portion thereof, and
together with the buildings, structures, fixtures and other improvements now thereon or hereafter
to be constructed or made thereon (the "Mortgaeed Real Prop€¡!y") and (ii) gants to Mortgagee a
flrst security interest in any and all fixtures (to the extent not part of the Mortgaged Real
Property), machinery, equipment, appliances, fumiture, confact and development rights, and in
all of Mortgagor's interest in any other personal property ofany kind or nature whatsoever,
whether tangible or intangible, which is used or will be used in the construction of, or is or will
be placed upon, or is derived from or used in connection with, the maintenance' use' ocoupancy
or énjoyrnent of the Mortgaged Reâl Property, including, withoui limitation, all accounts,
documents, instrumerits, châttel paper, equipment, general intangibles and inventory, as those
ferms are defined in the Massachusetts Uniform Commercial Code (the "Uniform Commercial
Code"), all plans and specifications, contracts and sub-contracts lor the construction,
¡econstruction or repair of the Improvements (as bereinafler defined), variances, approvals,
bonds, permits, licenses, guarantecs, warranties, causes of action, judgments, claims, profits,
rents, security deposits, utility deposits, refunds olfees, insurance premiums or deposits paid to
any governmental authority, letters of credit, insurance policies and insuralce proceeds
("Pç¡se4êL&apg4y"), and each and every agreement providing for use or occupancy of al1 or any
part of the Mortgaged Real Property, whether vr'ritten or oral, whether now existing or hereafter
arising, and any and all modifications, amendments, renewals and extensions thereof (the
"Leases"), aqd any and all rents and other pa1'rnents of every kind due or payable ol to become
due or payable to Mortgagor by virtue of the Leases, or otherwise due or payable or to become
clue or payable to Mortgagor as the result of any use, possession or occupancy of all or any part of
the Mortgaged Real Property ("Rents"), any and all proceeds payable or paid for or wilh respect

0t I28500

to âny, or as â result of, damage or loss to the Mortgaged Real Propedy, any Personal Property of
Morlgagor used in connection with the Mortgaged Reâl Property or any part thereot inciuding
without Iimitation insurance proceeds, and all awards in connection with any condemnation or
other taldng of the Moftgaged Real Property or Personal Propert¡ or any palt thereot or for
ín liau thereoq any and all records ând books of account nor.v or hereafter maint¿ined
"onr,"yun"á in connection with the operation of the Morlgaged Real Property and the Personal
by Mortgagor
Property or âny part thereof, all of Mortgagor's right, title and interest in and to any name under
which the Mortgaged Real Property may at any time be operated and ary variation thereofand
the good will of Mortgagor in corìnection therewith, togethef with all present and future
attachments, accretions, accessions, replacements and additions thereto and products and
proceeds thereof (collectivel¡ and logether with the Mortgaged Real Property, the Leases and the
Þersonal Properly or any poriion thereof or interest therein except âs the context requires
otherwise, lhe "Mortgaæd-lrppcrty'), with MORTGAGE COVENANTS and with all of the
rights of a secured party under the Unifomr Conmercial Code, to (i) securo Mortgagor's
obligations under that certain Loan Agreement ofeven date herewith between Mortgagor and
Mortgagee evidencing the loan from Mortgagee to Mortgagor in the original principal amount of
One Million Four Hundred Thousand and 00/100 ($1,400,000.00) (the "þê! r\gçerqçqf) as
further evidenced by that certâin Promissory Note of even date here'tith by and between
Mortgagor and Mortgagee in the originai principal amount of one Million Four Hundred
Thousand and 00/1O0Dollars ($1,400,000'00) (the "Nq19') pursuânt to which Mortgagee has
provided a loan to Mofgagor in the amount of one Million Four Hundred Thousand ald 00/100
Doltars ($1,400,000.00) (this Mortgage, the Loan Agreement, the Note and all other documents
or instluments executed by Mortgagor or any guarantor of the Note and delivered in co¡urection
therer¡/ith, as the same may be amended or modified from time to tme are collectively referred to
herein as the "I-oan Documents"); and (ii) secure the performance ofall covenarits and
agreements on Mortgagor's paÍ to be perlormed as contained in this Mortgage and in the other
Loan Documents and (iii) secure the pa)¡ment or performance ofall other debts, obligations,
liabilities, covenants and/or agreements ofor by Mortgagor to or for the benefit of Moltgagee
now existing or hereafler arising while this Mortgage is undischarged of recofd. Neither this
grant of the security interest nor the filing of financing statements shall, however, be deemed to
impair the intention that, to the extent possible, all property included in the Mortgaged Property
is part of the real estate. For tbe putposes herein, the term "Img9.y9!494!tc" shall mean and
include all buildings, structures and other improvements now or hereafter existing, erected or
placecl on the MoÉgaged Reâl Property, or in any way used in connection with the use,
enjoyment, occr.lpancy or operation ofthe Mortgaged Real Property or any poÉion thereof, al1
fixtufes of every kind and nature whatsoever now or hereaftet owned by Molgagor and used or
procured for use in cormection with the Mortgaged Property'
PRESENT AND FUTURE ADVANCES; The Morigage is for the present and future
obligations of the Mortgagor to the Moftgagee under the Note, and this Mortgage is executed to
secuie all such present and future obligations to the same extent as if the Note was fu11y
incorporated herein.
Each reference herein to Mofgagee shall be deemed to include its successors and assigns,
and each referenc e to Mlortga1or atrd any pronouns referring thereto as used he¡ein shall be

01128500

construed in the mâsculine, feminine, neuter, singular or plural as the context may tequìre, and
shail be deemed to include the successors and assigns ofMortgagor, a1l ofwhom shali be bound
by the provisions hereof.

].

REPRESENTATIONSANDWARR,{NTIES
The Mortgagor covenants and agrees with and warrants and represents to Mortgagee:

1.1

Morteaso¡ Authoritv to Enter Loan Transaction: That the Mortgagor has full
power and authority to consummate the transactions contemplated hereby'

1.2

Financial Statements: The frnancial stat€ments delivered to the Molgagee irr
corurection with the loan transaction contemplated hereby (including financial
stâtements delivered by or on behalfofany guarantor) are true and correct in all
respects, were prepared in accordance rvith generally accepted accounting
principles consistently applied and fairly present the respective fina¡cial
tonditions, market values and cash flows ofthe subjects thereofas of the
respective dâtes thereof; no material adverse change has occurred in the financial
conditions reflected therein since tbe respective dates thereofwhich would
materially affect the Mortgagor's ability to perform its obligations hereunder othe¡
than the bor¡owing conternplated hereby or borowings approved by the
Mortgagee. Mortgagor shatl supply the Mortgagee with such additional financial
info¡mation and documentation as fhe Mortgagee may from time to time
reasonably request.

.3

Legal Proceealines: Tha! there are no actions, stdts or proceedings pending, or to
the knowledge olthe Mortgagor th reatened, against or aflecting the Mortgagor,
the Mortgaged Property, or involving the validity or enforceability of the
Mortgage or the priority of the lien thereoî, atlaw or in equity, or before or by any
govemmental authority, and neither it nor any guarantor is in default with respect
to anyjudgment, decision, orde¡, writ, injunction, decree or dema:rd of any court
or any governmental authoritY.

1.4

Execution. Delivery and Effects of Loan Documents: That the- consummali9n 9{
the transactions hereby contemplated and performance of this Mortgage, the Note,
and other Loan Documents to whioh Mortgagor is a party are within the powers of
the Mortgagor, and have been duly atrthonzed by all necessary action and do not
and will not result in any breach of, or constitute a defauh under, or conflict with
any statute or other law, or any order, rôgulation or ruling ofany court or other
tribunal or any governmental or administrative authority or agency, or any
mortgage, deed of trust, lease, loan or credit agreement, corporato charter or bylaw, partnership agreement, operating agreement or other instrument or agreement
to which the Mortgagor is a party or by which any of them may be bound or

1

aflected.

1.5

Compliance with Aoplicable Codes and Ordinances: To the best of Mortgagor's
knowledge, that the Mortgaged Real Property does not contain any structural
defects; complies with all applicable laws, ordinances, regulations, restrictive
covenants, environmental laws, subdivision and zoning laws, and requirements of
governmental authorities.

l6

ERISA: That the Mortgagor

does not have a deferred benefit pension plan under

the Employee Retirement Income Security Act of 1974, as amended from fime to
time, the unfunded liabìlities of which termination could be held to be a liability
of the Mortgagor by the Pension Benefit Guaranty Cotporation.

t.7

Performance ofOblieations: To perfotm and observe all of the covenants,
agreements, obligations, terms and conditions contained in this Mortgage and any
other l-oan Documents executed by Mortgagor in favor of Mortgagee in
connection herewith or therewith, as such rnay be amended from tìme to time.

1.8

Title to Proþ-g!!y: That Mortgagor is the sole lawful owner in fee simple of the
Mortgaged Real Property and the Personal Propert¡ free from all liens and
encumbrances, security interests and encumbrances except (i) liens arising from
taxes or assessments not yet delinquent, (ii) the lien created hereby (iii) the liens
shown as Exhibit B hereto, and (iv) those exoeptions noted on the Schedules of
the Lender's poìicy of title insurance covering the Mortgaged Real Property issued
in connection herewith, ifany (said items (i), (iÐ, (iiÐ, and (iv) hereof are
collectively referred to as the "Permitted Encumbrances"); that Mortgagor has the
full right, power and authority to sell and convey the same and that Mortgagor
will delend the same for Mortgagee forever against all claims and dema¡ds of ali
persons and indemnify Mortgagee against any losses or expenses resulting from
such claims and demands.

t.9

Fi-nancins Statements: That Mortgagor will execute and deliver from tìme to time
any financing statements or similar instruments, which together with this
Mortgage shall be fìled and ref,tled at such times and places, as may be required by
law or deemed advisable by Mortgagee to create, perfect, preserve or protect the
lien hereof upon the Mofgaged Property or any part thereof, and that it will from
time to time do and cause to be done all such things as may be required by law
(including all things which may from time to time be necessary under the Uníform
Commercial Code) or deemed advisable by Mortgagee fully to create, preserve
and protect the lien hereof upon the Mortgaged Property. In addition, from time
to time at the request of Mortgagee, Mofigagor will obtaín and provide advice of
counsel satisfactory to Mortgagee as the case may be, as to the filings or other
actions required so to create, preserve and protect such lier.r. Mortgagor autl.rorizes
Mortgagee to file a financing statement (the "Financins Stâtement") describþg
the Mortgaged Property or any pârt thereof. Mortgagor further authorizes
Mortgagee to file a carüon, photocopy or oth€r reproduction of this Mortgage as a
financing statement. From the date of its recording, this Mortgage shall be

effective as a financing statement filed as a fixture filing with respect to the
Personal Property and for this purpose the name and address of the debtor is the
name and address of Mortgagor and the name and address of the secured party is
the name and address of the Mortgagee.
l.

t

0

Compliance of Laws and Private Covenants: That Mortgagor will at all times
comply with all applicable laws, byJaws, ordinances, restrictions, otders, codes,
rules and regulations aflecting the Mortgaged PropeÉy or use thereol including,
without limitation, building, zoning, environmental protection, sanitary and safety
laws, rules and regulations, and will not permif a nuisance on the Mortgaged
Property. Mortgagor shall have the right to defer compliance and contest the
application ofany such requirements by an appropriate proceeding diligently
conducted in good faith provided such contest does not, in the judgment of
Mortgagee, impair or threateû to impair the security granted hereby.

COVENANTS
The Mortgagor covenants and agrecs:

2.1

01r28500

Title to Prope¡ty ard Transfers: That, except as agreed to in advance in writing by
the Mortgagee, the legal or beneficial ownership of the Mortgaged Property or any
part thereofor any interest therein will not at any time become vested in a person
or entity other than Mortgagor. The foregoing shall include, without limitation,
the sale, transfer, assignment or other conveyances of the Mortgaged Property, the
sale, transfer or conveyance (rvhether voluntary or by operation of 1aw) of legal,
partnership, member, stock or beneficial interest in and of the Mortgagor or the
granting or suffering ofany liens, encumbrances or security interests, other than
Permitted Encumbrances, subject to this Mortgage without, in each instance, the
prior written approval of the Mortgagee. Notwithstanding the foregoing, the
suflering ofan involuntary lien against the Mortgaged Property or aay part thereof
shall not be in a breach of the foregoing covenant provided that either
(i) Mortgagor is diligently contesting such lien in good faith and such lien is
discharged within twenty-five (25) days offiling or within ten (10) days ofreceìpt
olnotice thereofby Mortgagor, whichever is earlier, or (ii) Mortgagor is diligently
contesting such lien in good faith and has bonded over or provided other security
satisfaclory to Mortgagee, in Mortgâgee's sole discretion, and Mortgâgee is satisfied
that such lien does not threaten the security of its collateral hereunder. If the legal
or beneficial outership of the Mortgaged Properly or any part thereofor any
interest therein does become vested in a person or entity other than Mortgagor
except as expressly permitted hereunder, Mortgagee may (but shall have no
obligation to), without notice to Mortgagor, deal with such successor(s) in interest
with refe¡ence to this Mortgage and the obligations secured hereby, and in the same
manner as '¡/ith Mortgagor, without in any way vitiating or discharging Mortgagor's
liability hereunder or under the obligations secured hereby, and Mortgagor will
remain primarily and directly liable as principal and not as surety for payment,

performance and obsercance of the obiigations secured hereby (Mortgagor hereby
waiving a1l suretyship delenses or defenses in the nature thereofwhich may legally
be waived).
2.2

Operation of the

Propeû:

.

._

.

(a)

(b)

ol t28500

Mortgagor may &om time to time acquire and install personal property
(includíng, without limitation, such personal propefy which when
installed becomes in whole or in part a fixture) upon or within the
Mortgaged Real Property, provided that, such activity shall be lawful in all
respects and shall not damage the structural integrity of the Mortgaged
Property or decrease its value or utility.

(")

2.3

To keep all and each item ofthe Mortgaged Property in substantially such
repair, order and condition as the same are now in or may be put in while
this Morigage is outstanding, reasonable wear and tear excepted but
casualty expressly not excepted- Mortgagor wili not permit to occur, or
suffer any waste of the Mortgaged Property, and except âs expressly
permitted hereunder shall not remove o¡ alter all or any part of the
Mortgaged Propeñy.

Mortgagor shall pemit Mortgagee and its agents, employees, contractors,
consultants and representatives, to enter upon t1.re Mofgaged Property at
a1l reasonable times to view and inspect the same. Mortgagee shall,
however, have no duty to make such inspection. Any inspection of the
Mortgâged Property by Mortgagee shall be entirely for Mortgàgee's benefit
and Mortgagor shall in no way rely or claim reliance thereon.

Taxes and Assessments. Mortgagor shall pay at least ten (10) days before due a1[
taxes, charges for water, sewer and other municipal services, and assessments,
whether or not assessed against Mortgagor, if applicable or relaied in any way to
the Mortgaged Property, or any interest in the Mortgaged Property of Mortgâgor,
Mofgagee or any other pe¡son or organization, or the debt, obligations o¡
performance secured hereby, or the disbursement or application ofthe proceeds
therefrom, excluding, however, any income or corporation excise tax of
Mortgagee. Mortgagor shall pay to Mortgagee, ilMortgagee so requests in
writing at the option of the Mortgagee or if Mortgagee requests in \À,riting upon or
after an Event of Default (as hereinafìer defined), in addition to the payments of
principal and/or interest provided in the Note, a sum detennined by the Mortgagee
to be sufficient to provide in the aggregate a fund adequate to pay such taxes,
charges and assessments at leâst ten (10) days before the same become delinquent,
and, in addition, upon or after ¿n Event of Default, to pay to Mortgagee on
demand any balance necessary to pay in full said taxes, charges and assessments at
least ten (10) days before the date when they become due and payable. Such sums
shall not bear interest and may be commingled with the general assets of

Mortgagee; Mortgagce shall not be required to account for any profits resulting
from its use thereof; and such sums may be applied by Mortgagee to the pa)ment
ofsuch taxes, charges and assessments, or if an Event of Default occurs
hereunder, any other obligation ofMortgagor hereunder. Upon Mortgagee's
request, Mortgagor shall fumish to Mortgagee copies of all original tax bills
relating to thc Mofigaged Property at least fifleen (t 5) days before such taxes shall
be due and payable. Notwithstandirg the foregoing, it shall not be a breach of this
Section 2.3 if Mortgagor, after giving written notice to Mortgagee, fails to pay any
such taxes or chffges during any period in \¡/hich Modgagor shall in good faith by
appropriate proceedings be contesting the amount or validity thereof; provided,
however, that if failure to pay such tax or charge prior to initiating or maintaining
proceedings lor their relund or abâtement, in the sole discretion ofMortgagee,
would or could result in any impairment of or adverse effect on the value of the
lien granted hereby on any pofion of the Mortgaged Property, whether by the
imposition ofany lien, encumbrance, levy or execution or otherwise, then such
pâyment shall be made (or other security shall be posted with MoÍgagee which is
satisfactory to Mortgagee, in the exercise ofits sole discretion) prior to initiating
or maintaining such proceedings for refund or abatement.
2.4

2.5

0l t28500

Leases. The Mortgagor lurther covenants that it rvill not execute or permit to be
executed any lease, occupancy agreement or license of all or part of the
Mortgaged Property without, in each instance, secr.ring the prior written consent
of the Mortgagee. All leases, occupancy agreements and residency agreements of
all or a portion ofthe Mortgaged Real Property will be subordinate to the lien
created by this Mortgage. Ifany such lease, agl€ement or license is made,
Mortgagor shall conditionally assign and deliver to Mortgagee any or all such
Leases, agreements or licenses. Such assignments shall be iri form satisfactory to
Mortgagee and, without limitation, shall provide that, afler any Event of Default
by Mortgagor occurs hereunder or under the terms of any such assignment, among
other things (i) Mortgagee shall be entitled to modify and otherwise deal with all
such Leases and agree.ments with the same power and discretion which the
assignee would have if it were the owner, and (ii) Mortgagee shall be entitled to
collect ali ofthe Rents and profits reserved in such Leases, agreements or licenses
and to applythe same to the debts secured hereby. If there shall have been a
foreclosure, Mortgagee shall not be liable to account to Mortgagor for Rents or
profils thereafter accruing. Aly such assignment shall also provide that
Mortgagor may have and retain such renis and profits until such default occurs.

l¡surance. Mortgagor shall keep the Mortgaged Property insured against fire and
all other casualties and contingencies, including builders a1l risk insurance and
flood insurance if the Mortgaged Property is located in a designated floo dhazard.
area, all in such amounts and for such periods which Mortgagee may from time to
time require; shall deposit copies ofall insurance policies or certi.ficates thereof
with Mortgagee forthrvith aller the binding ofsuch insurance, and shall deliver to
Mortgagee new policies or certificates thereof for any insuranoe about to expire at

least ten (10) days before such expiration. ln addiiior¡ Mortgagor shali maintain
business intemrption insurance and blankel general liability insu¡ance in such
amounts and for such periods as Mortgagee may from time to time reasonably
require. All such insurance policies shall be first payable in case ofloss to
Mortgagee, shall name Mortgagee as a loss payee and an addìtional insured party,
shall be rvrit¡en by such conpanies, on such terms, in such forrn and fo¡ such
periods and amounts âs Mortgagee shall from time to time designate or approve
unless a smaller amount is required by law, shall provide that they shall not be
canceled or amended without at least thirty (30) days prior written notioe to the
Modgagee unless a shorter period is required by law and shall contain the
stândard mortgagee protection clause providing that the interest of the Moftgagee
sha1l not be affected by any breach or violation by the Mortgagor. lvlofigagor
hereby grants Mortgagees lull power and authority as attomey irrevocable of
Modgagor, to collect and endorse any checks issued in the name of Mortgagor
pursuant to the provisions ofthìs Section 2.5 and to retain any surplus and to
apply the same to the debt secured hereby.

2.6

Condemnation. In the..ev-e-n! thal_ the Mortgaged Property shall be damaged in
whole or in part by fire or other casualty insured against, or in the event of a
taking of all or part of the Morlgaged Property by eminent domain, Mortgagor and
Mortgagee shall cooperate in ordel to recover any available proceeds ofsuch
insutance or condemnation. Mortgagor shall gìve Mortgagee prompt notice of any
action, actual or threatened, in condem¡ation or eminent domain and hereby assigns,
tra.nsfers a¡d sets ov6r to Mortgagee the entire proceeds ofany award or claim for
damages for all or any part of the Mortgaged Property taken or damaged under the
power of eminent domain or condem¡ation. Mortgagor shall talte al1 actions
requested by Mortgagee ìn connection with making obtaining or negotiating any
claim or setllement, including the employmeni oflegal counsel, and shall pay all
costs and expenses thereof, all subject to the written approval ofMortgagee.
lnsu¡ance or condemnation proceeds shall be paid to Mortgagee to be applied in
Mortgagee's sole discretion to the sums secured by this Mortgage. No such
pa)ãrrent and no denial of liability by any such insurer or governrnental entity shall
relieve the Mor¿gagor from any duty hereunder to make any pa¡'ments or to
restore, repair or replace a1l or any portion of the Mortgaged Properly.

ASSIGNMENT OF LEASES AND RENTS
Mortgagor hereby absolutely and unconditionally assigns to Mortgagee all of
Mortgagor's right, title and interest in and to the Leases and Rents, to the fullest
extent assignable, it being intended that this assignment be an absolute assignment
from Mortgagor to MorLgagee and not merely the granting of a securit¡r interest.
Other tlian following and durìng the continuance ofan Event of Default, Mortgagor
may retain, use and enjoy the benefits ofthe Leases and Rents. Upon the
occurrence ar.rd during the continualce ofan Evenl ofDefault, the license
described in the preceding sentence shall, upon Mortgagee's election, be

automatically revoked, and Moftgagee mây elect to exerclse any and all of
Mortgagee's rights and remedies hereunder. Afler such a revocation, Mortgagee
shall provide Mortgagor with notice of same.

DEFAULTS; REMEDIES OF MORTGAGEE.

4.1.

Events of Default. A¡ ev_e¿.t pf default. (an "Event of Default' )
exist hereunder if one or more of the following shall occur:

(Ð

sþtl_þç_-dçeLn.e_d_1--o.

The Mortgagor fails 1o make a timely palnnent to Mortgagee of any
amounts due under the Note or to pay any other amount due, when
due, under the Mortgage or any of the other Loan Documents;

(iÐ

Unless a different cùe period or procedure for curing said failure is
otherwise specifically provided for herein and except with respect
to (i) above, if Mortgagor shall Fail to observe or perform any
covenant or agreement hereunder or under any of the Loan
Documents within thirty (30) days ofsuch default occurring;

(iiÐ

There shall occur an event ofdefault, as defined in Loan
Agreement, which has not been waived, under the Loan
Documents, or in any instrument given in connection with such
documents or this Mortgage;

(iv)

The Mortgagor shall: (A) admit in writing its inability to pay its
debts generally as they become due; (B) file a petition in
bankruptcy or a petì1ion to take advantage ofany insolvency act;
(C) make an assignment for the benefit ofcreditors; (D) consent to,
or acquiesce ín, the appointment of a receiver, liquidator or trustee
of itself or of the whole or any substantial pârt ofits properties or
assets; or (E) file a petition or answer seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution,
or similar reliefunder the lederal bankruptoy laws or any other
applioable larv now or hereafìer in effect;

(v)

(A) A court of competent j urisdíction shall enter and order,
judgment or decree appointing a receiver, liquidator or trustee of
the Mortgagor, or the whole or any part of the property or assets of
the Mortgagor, (B) a petition shall be fi1ed against Mofgagor
seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution o¡ similar reliefunder the federal
bankruptcy larvs or any other applicable law, or (C) under the
provisions of zury other law for the relielor aid ofdebtors, ary
court ofcompetent jurisdiction shall assume custody or control of
the Mortgagor or of the whole or any part of Mortgagor's property

or assets and such cuslody or control shall ¡emain unterminated or
unstayed for 60 days;

Al

(vi)

order shall be entered in any proceeding by or against the
Mortgagor decreeing the dissolution of Mortgagor or the winding
up of Mortgagor's affairs, an attachment or execution is levied
against any portion of the property of the Mortgagor and is not
discharged within 45 days;

(vii)

tho dissolution or termination of the Mortgagor;

(viii)

Any representation or warranty by Mofigagor or any endorser made
herein or in any reporl, certiñcate, statement or other instrument
(ìncluding, without limitation, financial statements) fumished ìn
connectìon with this Mortgage by Mortgagor was untrüe,
inaccu¡ate or misleading in any material respect when made or
contained any material omission in the light of the circumsta¡ces in
which such representation or warranty was made;

(ix)

Attachment is made by trustee process or otherwise of any
undisbursed proceeds ofthe loan evidenced by the Note or other
funds of the Mortgagor in the possession of the Modgagee;

(x)

A materiaì default shall ocour with respect to any othet liabilities,
indebtedncss and obligations ofMortgagor to Mortgagee ofevery
kind and description, direct or indirect, absolute or contingelt, due
or to become due, now existing or hereafler arising, liquidated or
unliquidated, regardless ofhow they arise or by what agreement or
instrußent they may be evidenced or whether evidenoed by any
agreement or instrument and also including obligations to perform
acts and to reftain from taking action as well as obligations to pay
money;

(xi)

The Mortgagor executes any conditional bill ofsale, chaltel
moltgage or other security instrument covering any materiâls,
fixtu¡es or a¡ticles intended to be incorporuted in the Inìprovements
or the appurtenances thereto, or files or has filed against it a
financing statement publishing notice of such security insftrment,
or any of such materials, fixtures or articles are not purchased so
that the ownership thcreof will vest unconditionally in the
Mortgagor, free from encumbrances, on delivery at the Mortgaged
Property;

(xii)

A lien for the perfonnance of work or the supply of materials is
filed against the Mortgaged Property and remains unsatisfied or
10

01128500

unbonded for a period of25 days after the date offiling thereofor
period of 10 days after Mortgagor has notice of the existence
lhereof, whichever is earlier, unless Mortgagee has been supplied
with other security in form and amount which is satisfactory to
Mortgagee, in Mortgagee's sole discretion, and Mortgagee is not
otherwise satisfied that such lien does not adversely affect the
security of its Mortgage;

a

(xiii)

(xiv)

The occurrence of any of the events described in paragraphs
4.1(iv), (v) and (vi) shall occur rvith respect to any endorser or
guarantor of any of the Loan Documents;

(xv)

A default shall occur with respect to the Permitted Encumbrances
which ¡emain uncured beyond the expiration ofany applicable cure
period. Mortgagor shali promptly provide Mortgagee with written
notice ofsaid default or when Mortgagor knows o¡ has reason to
know that a¡r event ofdefault has occurred or is going to occur.
Failure to immediately provide Mortgagee with such wriiten
notice, and in no event beyond tfuee (3) days thereafter, unless the
circumstances warrant earlier notification. shall be an Bvent of
Delault hereunder;

(xvi)

Mortgagee reasonably determines that there is a material adverse
changc in the financial condition or operations ofthe Mortgaged
Property, Mortgagor or any guarantor of the Loan Documents;

(xvii)

A default or event ofdefault shall occur with respecl to any other
loan anangement or agreement entered into by mortgagor; or

(xviii)

3.2

Eminent dornain proceedings are comrnenced against all or any
substantial portion of the Mortgaged Property and Improvements
(for purposes of this subparagaph, the taking shall be deemed
insubstantial if(i) the taldng affects less than five percent (5%) of
the Mortgaged Property and Improvements and does not, in the
Mortgagee's judgnent, materially adversely affect the Mortgagee's
security for the Note, and (ii) the remaining portions of the
Mortgaged Property and the Improvements thereto have access
required by applicable zoning and building codes);

The death or incapacity of any guafântor of the Note.

Remedies. In the event that an Event of Default exists and is continuing after the
expiration ofany applicable grace period, then, at the option of Mortgagee, the
L1

0 t 128500

entire debt secured her€by shall become due and payable and this Mortgage shall
be in default and Mortgagee may, at its option, take any of the following actions:

(Ð

enter the Mortgaged Property without notice a"nd withÒut being
liable for any prosecution or damages therefor, take complete and
peaceful possession ofthe Morlgaged Property with or without
process of law, receive the renls (if any) therefor, and ¡emove all
persons therefrom to the extent permitted by law, and Mortgagor
covenants that in any such event, it will peacefully and quietly
leld up and suruende¡ the Mortgaged Property to Mortgagee; such
entry by Mortgagee shall not operate to release Mortgagor from
any sums to be paid or covenants to be performed under the Note
or hereunder; or

(iD

with or

(iii)

enforce the provisions ofthis Mortgage by a suit or suits in equity or
at law lor the specific performance ofany covenant or agreement
contained herein or for the enforcement of any other appropriate
iegal or equitable remed¡ and recover damages caused by any
breach by Mortgagor of the provisions of this Mortgage, including
court costs, reasonable attomey's fees and other costs and expenses
incurred in enforcing the obligations olMortgâgor hereunder; or

without y entry under the foregoing clause (i), sell the
Mortgaged Property, or any portion thereof either as a whole or in
parts or parcels or units, by public auction on the Mortgaged
Properly then subject to this Mortgage, firsi complying with the
statutes of The Commonwealth of Massaohusetts relating to the
fo¡eclosutes of mortgages by the exercise of a power of sale, and
convey the same by proper deed or deeds or bill or bills of sale to
the purchaser or purchasers absolutely and in fee simple; ¿¡d such
sale shall forever bar Modgagor and all persons clarmìng under
Mortgagor from all right and interest in the Mortgaged Property,
whelher at law or in equity (in the exercise ofany power ofsale
hereunder, it is agreed that a part or parcel may consist wholly of
real esfate, wholly oftangible personal property or any
combination of the foregoing). For the purposes ofsale as
provided in this clause (ii), Mortgagee may make such repairs or
alterations in or to the Mortgaged Property as it may deem
necessary to place the same in good order and condition.
Mortgagor shall be liable to Mortgagee for the cost of such repairs
or alterations and all expenses ofsuch sale. Any sale under the
foregoing provisions shall be in such manner as may be required or
permitted by law. Mortgagee may become the purchaser at any
such sale; or

t2
0t ì28500

(iv)

apply in satisfaction oflhe Note or any amount at any time to
become due or payable in connection with the ownershìp, occupancy,
rÌse, restoration or repair of the Mortgaged Property, any deposits or
other sums credited by or due from the Modgâgeo to Mortgagor,
including, without limitation, insurance proceeds, taking proceeds
and funds held in any accounts with Mortgagee.

The proceeds from any sale hereunder (including proceeds of insurance or
eminent domain and any rents) of all or any part of the Mortgaged Propelty, Less
ail expenses of Modgagee in connection therewith (including, wiihout limitation,
reasonable expenses of retaking, holding, preparing for sale, selling and the like
incurred by Mofgagce, including attomeys' fees and legal expenses, the expense
ofinsurance, the expense ofordinary or extraordinary repairs or alte¡ations
deemed wise by Mortgagee, the expense oftaxes or other charges on the
Mortgaged Property rvhich Mortgagee may deem it \ryise to pây, together with
reserves for the foregoing to the extent deemed necessary by Mortgâgee) shall be
paid to the Mortgagee for application against all sums due and owing to
Mortgagee.
3.3

Cumulative Remedies. Th9 rights and remedies of Mortgagee under this Mortgage
shall be cumulative a¡d shall not exclude ârìy other rights and remedies now or
he¡eaflor allowed by law to mortgagees or secured creditors. The failure by
Mortgagee to insist upon a strict perflormance ofany of the obligations of
Morlgagor, to gíve notice ofan Event ofDefault or to exercise any remedy for any
breach or violation of this Mortgage shall not be taken as a frrture waiver of the right
so to insist upon strict perforulance by Mortgagor, to grve such notice or to exetcise
any remedy for such bL-each or violation, except as oiherwise provided herein.
Without limiting the generalily of any of the foregoing, Mortgagee shall have all the
rights and remedies of a secured pafy under the Uniform Commercial Code with
respect to the fixtures and tangible personal property \rybioh are or become part of
the Mortgaged Property and are owned by Mortgagor. Mortgagee may deal with
such fixtures and tangible personal propeÉy as coliateral under the Uniform
Commercial Code or as provided in Section 3.2. Notice of any public sale of
collateral under the Unilorm Commercial Code shall be given in the same marmer
as is otherwise provided by this Morlgage. Notice in accordance with the terms
hereof mailed to Mortgagor at least ten (10) days before an event shall constitute
reasonable notification of such event undor said Code. To the extent pgrmitted by
law, Mortgagee may heat all or any portion or porlions of ihe Mortgaged Property
as personal property and, if an Event of Default exists hereunder, may remove,
without notice, the same from the Mortgaged Real Propefy included rviihin the
Mortgaged Property for the purposes of exercising its rights and remedies
hereunde¡. Notwithstanding any of the foregoing, if Mortgagor shall lail to observe
or perform any covenant, condition, agreement or provision hereof (including,
without limitaiion, the insurance, maintenance or repair of the Mortgaged Property
and the paynent oftaxes or other govemmental charges), whether or not an Event
13

0r 128500

of Default exists hereunder, Mortgâgee may perform such covenant, condition,
agreement or provision. The cost of any suoh action by Mortgagee shall be paid or
reimbursed by Mortgagor on demand with interest at a rate equal lo tlie rate then
applicable to overdue installments ofprincipal or interest on the Note.

HAZARDOUS MATERTALS
4.1

Representations and Warranties. The Mortgagor represents and warants
and covenants and agrees that:

(a)

neither the Mortgagor nor any person for whose conduct the Mor[gagor is
responsible ever:

(Ð

owned, occupied, or operated a site or vessel on which any
hazardous material or oil was or is stored (except ìfsuch storage was
or is in compliance with all laws, ordinances, and regulations
pertaining thereto) transported, or disposed of(the terms "hazædous
substances," "site," "vessel," "haza¡dous material," and "hazardous
wastes," respectively, being used in this Section with the meaning
given those terms in the Federal Comprehensive Envi¡onmental
Response, Compensation and Liability Act of 1980, 42 U.S.C.
Sec.9601, âs arnended et seq., Massachusetts Revised StafiÌtes,
Chapler 21, and the regulations promulgated thereunder, as amended,
or any other applicable State or Federal Hazardous Substance or
Environmental Law, as the same may be amended from time to time
(the "Lawq'));

(ii)

directly or indirectly transported, or ananged for transport, of any
hazardous material or oil (except ifsuch fansportation was or is in
compliance with all Iaws, ordinances and regulations pertaining
thereto);

of

(iiÐ

caused or was legally responsible for any release, or threat
release, of any hazardous material or oil;

(iv)

received notification from any federal, state or other govemmental
authority of: any potential, known, or threat of release of any
hazardous material or oil on or from the Mortgaged Property or any
other site or vessol owned, occupied, or operated either by the
Mortgagor or any person for rvhose conduct the Mortgagor ís
responsible or whose liability may result in a lien on the Mortgaged
Property; or the incunence ofany expense or loss by such
goverrrmental authority, or by any other person, in comection with
the assessment, containment, or removal of a:ry release, or threat of

14

release, olatry hazardous material or oi1 from the Mortgaged
Property or any such site or vessel.

@) To the best of its Imowledge no hazardous nraterial or oil was ever, or is now, stored
on (except in compliauce wilh all laws, ordinances, and regulations perlaining
therelo), transpoded, or drsposed of on the Morlgaged Real Property.

(c) Mortgagor acknowledges and agrees that Mortgagor's operating account shall
constitute additional security to Mortgagee for the liabilities of Mortgagor to
Mortgagee, including witliout limitation, the liability evidenced by the Note, and may
be applíed or sel off by Morlgagor against such liabilities at any time from and after
ân Event oe Delâult hereunder regardless of the adequacy of any oiher collateral
available to MoÍgagee.

4.2

Hazardous Material Covenants. Mortgagor shall:

(')

not store (except in compliance with all 1aws, ordinances, and regulations
pertaining thereto), or dispose ofany hazardous rnatorial or oil on the
Mortgaged Property, or on any other site or vessel owned, occupied, or
operated either by the Moflgagor, or by any person for whose conduct the
Mortgagor is rcsponsible;

(ii)

neither directly or indirectly transport or a.rrange for the transport of any
hazardous material or oil (except in compliance with all laws, ordinances,
and regulations pertaining thereto);

(iiÐ

take all such actíon, including, without limitation, the conducting of
engineering tests (at the sole expense of the Mortgagor) (x) to confirm that
no hazardous material or oil is or ever was stored on the Mortgaged
Property (y) to assess, contain, and remove any such hazatdous materiâl or
oil on the Mortgaged Propert¡ and (z) to qualify for any insurance
program or safe harbor which may be available under said Laws, including
Chapler 21, as amended, and 42 U.S.C. Sec.6901, et seq., as amended; and

(iu)

provide the Mortgagee with written notice: (x) upon the Mortgago/s
obtaining knowledge of any potential or known release, or threat of
release, of any hazardous material or oil at or from the Mortgaged
Property, or any other site or vessel owned, occupied, or operated by the
mortgagor or by any person for rvhose conduct the Mortgagor is
responsible or whose liability may result in a lien on the Mortgaged
Property; (y) upon the Mortgagor's receipt ofâny nofìce to such effect
from any federal, state, or other govenÏnental authority; and (z) upon the
Mortgagor's obtaining knowledge of any incurrence of any expense or loss
by such govemmental authority ìn connection with the ass€ssment,
containmenf, or removal of any haz ardous material or oil for which

t5

expense or loss the Mortgagor may be liable or for which expense a lien
may be imposed or the Mortgaged Property.

Notwithstanding any provision herein to the contrary, any remedial work required
pursuant to fhis Section 4.2 or rvith respect to any environmental or hazardous
materials at the Mortgaged Property shall be pre-approved as to scope o.lwork and
environmental consultant employed with respect thereto.

4.3

4.4

Indemnity. The Mortgagor shall indemnify, defend, and hoid the Mortgagee
harmless ofand from any claim brought or threatened against the Mortgagee by
the Mortgagor, any guarantor or endorser of the obligations of Mortgagor to
Mortgagee under the Loan Documents, or any govemmental agency or authority
or any other person (as well as ftom attomeys' reasonable fees and expenses in
connection therewitl.r) on account ofthe presence, removal or reloase ofhazardous
material or oil on the Mortgaged Property, or the failure by the Mortgagor to
comply with the terms and provisions hereof(each of which may be defended,
complomised, settled, or pursued by the Modgagee with counsel of the
Mortgagee's selection, but at the expense of Mortgagor). The within
indemnification shall survive satisfaction of the Mortgagor's obligations under the
Loan Documents or termination, telease, or discharge executed by the Mortgâgee
in favor of the Mortgagor.
Mortgagee's Option to Cure. In the event that Morlgagor fails to comply with the
requirements of any applicable federal, state or other govenmental law with respect
to the treatment, disposal or storage ofhazatdous waste on the Mortgaged Property,
Mortgagee may at his election, but without obligation to do so, take any and all
actions that it deems necessary to oure saíd failure of compliance and any and all
amounts paid as a result thereof, together with interest thereon at the default ¡ate of
interest set forth in the Note from the daie ofpayment, shali be immodiately due and
payable by Mofgagor to Mortgagee, and uniil paid shall be added to and became
part of the principal debt secured hereby and said amount may be collected as part
of said principal debt in any suit hereon or upon the Loan Documents; or
Mortgagee, by the payrnent of any assessment, claim or change, may, if it sees fit,
be thereby subrogated to The Commonwealth of Massachusetts, but such pâyment
shall not be deemed to relieve Mortgagor from any default hereunder or impaìr any
right or remedy witl.r respect thereto.

MiSCELLANEOUS
5.1

.

Morteagee Liabilitv. Nodring contained in this Mortgage shall in any way
obligate Mortgagee to pay any debt or meet any financial obligations to any
person at any time in relation to the Mortgaged Propeny. Mortgagee shall be
entitled to the advice ofcounsel and shall be wholly protected as to action taken or
omitted to be taken in good faitb in reliance on such advice. Mortgagee may rely
16

conclusively on ary communicatìon or other document fumished to it hereunder
and reasonably befieved by it to be genuine. Mortgagee shall not be liable for any
action (a) taken by it in good faith and reasonably believed by it to be within the
discretion or powe¡s confened upon it, or þ) in good faith omitted to be taken by
it because reasonably believed to be beyond the discretion or powers conferred
upon it, or (c) taken by it pursuant to any direction or instruction by which it is
govemed hereurder or (d) omitted to be taken by it by reason of the lack ofany
direction or instruction required hereunder fo¡ such action; nor shall Mo¡tgagee be
responsible for the consequences of any error ofjudgment reasonably made by it.
Mortgagee shall in no event be liable fo¡ the application or misapplication of
funds, or for otlrer acts or defaults, by any person except its own directors, officers
and employees. When any consent or other action by Morigagee is called for
herein, it may defer such aclion pending such investigatíon or inquiry or receipt of
such evidence (ifany) as it may require in support thereof. Such consent o¡ other
action shall not be urueasonably delayed. Mortgagee shall not be required to take
any remedial action (other than the giving ofnotice) unless reasonable índemnity
is fumished for any expense or liability to be incr.ured thereby. Mortgagee shall
be entitled to reimburcement for expeÍises incu¡red or advances madq with
interest at the rate specified herein, in the exercise of its righls or the performance
of its obligations hereunder, to the extent that it acts wiihout previously obtaining
indemnity. No permissive right or pov/er lo act which Mo¡tgagee may have shall
be construed as a requirement to act; and no delay in the exercise of any such right
or power shall affect the subsequent exercise of that right or power. No recourse
shalt be had by Mortgagor for any claim based on this Mortgage, against any
director, officer, employee, or agent ofMortgagee, aìleging personal liabìlity on
the part ofsuch person unless such claim is based upon the willful dishonesty of
or intentionâl violation oflaw by such person.
Mortgagor will d€fend, at its expense and hold Morlgagee hannless from any
action, proceeding or claim afitcting the Mortgaged Property brought by thírd
parties and not caused by the gross negligence or rvillful miscondÌrot of the
Mortgagee.
5.2

Indemnification. Mortgagor shall indemnify, defend and hold harmless
Mortgagee ftom and against, and, upon demand, reimburse Mortgagee for, all
claims, demands, liabilities, losses, damages, judgrents, penalties, costs and
expenses, which may be imposed upon, asserted against or incurred or paid by
Mortgageeby reason of, on account of or in con-nection with any bodily injury or
death or property damage occurring in, upon or in the vicìnity ofthe Mortgaged
Property through any cause whatsoever, ol asserted against Morlgagee on account
ofany act performed or omitted to be perforrned under the Loan Documents or on
account of any transaction arising out ofor in any way con¡ected with the
Mortgaged Property or the Loan Documents, oxcopt as a result of the willful
misconduct or gross negligence of Mortgagee. Mortgagor shali further indemnify,
defend and hold harmless Mortgagee lrom and against any losses, costs or
77

0r t28500

expenses, including, without limitation, court costs and ¡easonable attorneys' fees
and disbursements, resulting from any claims or demands made against the
Mortgaged Property by any and all persons, including, withor-rt limitation, from
and agailst any losses, costs or expenses, including, without limitation, court
costs and reasonable attomeys' fees and disbursements, resulting from any claims
or demands made by any and all persons with respect to any exception set forth or.r
Exhibit B of the title insurance policy delivered by Mortgagor to Modgagee in
connection herewith which have been insured over by the title insurance company
issuing such poìicy. Mortgagor shall indemnify and repay Mortgagee immediately
upon demand for any expenditure of amounts advanced (other than advances of
principal under the Note) by Mortgagee at any time under the Loan Documents.

Exculoation of Mortsaeee, Nothing contained in this Mortgage will be const¡ued
as creating ajoint venture or partnership of or between Mortgagor and Mortgagee
or as to create âny other relâtionship between the parties other than as Mortgagor
and Mortgagee and Mortgagor hereby indemniÍres and agrees to hold harmless
Mortgagee from any and all damages resulting from such a construction of the
relationship of the parties hereto.
5.4

Joint and Several Liabilitv._ If Mortgagor is comprised of mo¡e than one party, the
obligations, covenants, agreements, representations and warranties contained
herein or in any of the other Loan Documents, as well as the obligations arising
hereunder or thereunder, are and shall be joint and several âs to each such party.

5.5

Inclusion of Amendments, References lo any of the Loan Documents in this
Mortgage shall include all amendments, modifications, extensions ând renewals
thereof

5.6

Notices. Any notice, request, demand or other conununicâtion required of
permitted hereunder or under any of the other Loan Documents (unless otherwise
expressly provided therein) shall be given in writing by delivering the same in
person to the intended addressee (with receipt acknowledged), by ovemight
courier seryice with guaranteed next day delivery, or by certihed United States
mail, postage prepâid or tele$am sent to the intended addressee at the applicable
address first set fofh above or to such different address as either Mortgagor or
Mortgagee shall have designated by written notice to the other sent in âccordance
herewith. Copies ofâll notices to Morlgagee shall also be sent to Francis E.
Perkins, Esquire, Bums & Lcvinson,LLP, I25 Summer Street, Boston, MA
02110. Such notices shall be deerned given rvhen received or, if earlier, in the
case of delivery by courier service with guaranteed next day delivery, the next day
or the day designated for delivery, or in the case of delivery by certified United
States Mail, two days after deposit therein. No notice to or demand on Mortgagor
in any case shall ofitselfentitle Mofgagor to any other or lurther notice or
demand in similar or other circumstances.

l8

5.7

Severabilitv. ln the event that any provision of this Mortgage shall be held to be
invalid in any circumslance, such invalidity shall not affect any other provisions
olthis Mortgâge.

5.8

Counterparts. This Mortgagc may be executed and delivered in any number of
counterpa.rts, each of which shall be deemed to be an original; but such
counterparts together shall constitute but one and the same instnrment.

5.9

Govemins La Venue. This Mortgage shall be govemed by and construed
according to the intemal larvs of The Commonwealth of Massachusetts, and this
Mortgage is executed âs a sealed instrument under Massachusetts lalv Mortgagor
and each guarantor ofthis Mortgagor, shall submit to thejurisdiction of the courts
of Massachusetts lor all purposes with respect to thís Mortgage and expressly
waives any and atl objections it may have as to venue in such cou¡ts.

5.10

Jurv Waiver. THE UNDERSIGNED HEREBY KNOWINGLY,

5.11

Parties. The term "Mortqasor" and "Mortqagee" shall mean and include the
persons or entities named herein and their respective successors and assigns. The
term "MoÌ1Êaqor" shall also mean and include both the named Mortgagor and any
subsequent owner or owners of the equity of redemption of the Mortgaged
PropeÉy. The term "Mortgagee" shall also meân and include both the named
Mortgagee and any subsequent holder or holders hereof.

6.

STATUTORYPROVISIONS.

VOLLINTARILY Ä.ND INTENTIONALLY WAIVES THE RTGHT IT MAY
HAVE TO A TRIAL BY ruRY IN ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS MORTGAGE
OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION HEREWiTTI IN ANY COURSE OF CONDUCT, COURSE OF
DUTY, STATEMENT (WHETHER WRTTTEN OR ORAL) OR ACTION OF
EITHERPARTY.

This Mortgage is upon the STATUTORY CONDÍTION and also upon the other conditions
herein set forth, all of which shall be binding on Modgagor and those claiming under Mortgagor.
For any breach of the aforesaid STATUTORY CONDITION or ofany of the ofher conditions
herein set for th, Morlgagee or any subsequent holder of this Mortgage shall have the
STATLTTORY POWER OF SALE in addition to any other remedy or remedies provided herein.

ICONTINUED ON THE FOLLOWING PAGES]

19
0t 128500

IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be signed as an
instrument under seal as ofthe date first set lorth above,

MORTGAGOR:

LINKDEVELOPMENT, LLC

WITNESS:

{

A-v/

,,r1 r.----r.

lA
" \

,'Name:

Title:

COMMONWEALTH OF MASSACHUSETTS
SUFFOLK COUNTY
tober, 2007, before me, tlre tmdersigned uotary public, personally
Onl
,çybtk
¡¡s
appeared
proved to me through satisfactory evidence of identification, which was
Dev-elopn¡ent, LLC
DMa4
--- to be tle person whose name is sígned on be,ha.lf oflink

lv/\^a¿-.'

La4-t.@'.g-o.áii"ii'"aaoòument,andàcknowledged[óiiìeihatLeÈo.
signed it voluntarily for its stated purpose

Notary

My Commission Expires:

-

Mv Comrn¡ssion

20

0

28500

MÉrch

l3 ,

EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY

EXHIßIT A
PROPERTY DESCzuPTION
FIRST PARCEL _NOT REGISTERED
That certain parcel of land in Saugus, Essex County, Massachusetts off the east side
Route 1 (Broadway) and off the southeasterly side olan unwrought Mehopolitan District
Commission layout ofMarch 10,7932, bounded and descrìbed as follows:

of

Beginning at an iron pin in a stone shown on a plan of adjoìning registered land (being
Land Court Plan No. 153024 with Essex South District Certilicate of Title No. 10353); thence
funmng

NORTH 64'55'37" EAST

by Lot-B as shown on a plan dated November 12, 1981 revised
Aug. i, 1982, by Medford Engineering and Survey and {iled
with Essex South District Registry of Deeds in Plan Book 173,
Plan 42, along a stone wall, 1 15.66 feet to an angle; thence

NORTH 79"06'I5'EAST

by said Lot B on said plan by the wall,

57

.64 feet to an angie;

thence

souTH 19.23'08'EAST

by said Lot B on said plan by the wall, 133.96 feet to an angle,
thence

EASTERLY

by said Lot B on said plan by the wall by two bounds
measuring respectively 87.60 feet and 1 14.50 feet; thence still

EASTERLY

by said Lot B on said plan, 370 feet; thence

SOUTHEASTERLY

By Lol A-2 on said plan, about 630 feet to a point at the most
noÌtherly comer ofLot 12 on a plan dated June 19,1979by
Cafier &, Towers and filed with said Deeds in Plan Book t60 as
Plan 97; thence

souTH 58"22'30" WEST

by Lots 12, i i and 10, by the end of Diamond Street, and by
Lots 9, I and 7 as shor.m on the 1979 plan,788.82 feet, more or
less, to land shou.n on Land Court Plan No. 3 0651A filed with
Essex South Dist¡ict Certifìcate of Title No. 33826; thence

NORTHWESTERLY

by said land shown on Land Court Pla¡ No. 3306514, about
1292.87 feel to a Land Court bound in a wall; thence

NORTH 13"59'32'' EAST

by the wall, 49.45 feet to an iron pin in the wall shown on Land
Court Plan No. 153024; thence

SOUT}IEASTERLY

by Lot 1, 133.75 feet; thence

NORTHEASTERLY

by Lots 1, 2, 3 and 4,760 feet; and thence

#1r48819

by Lot 4, 130 feet io the poínt ofbeginning, the final th¡ee
bounds being by the land shown on Land Coud Plan No.

NORTTIWESTERLY

153024.
The First Parcel hereinabove, being the same premises conveyed to Saugus Holding, LLC, by
deed of Saugus Funding Corp. recorded with Essex South Distuict Registry of Deeds on July 12,
2001 in Book 17407 ,Page 462.

SECOND PARCEL-NOT REGiSTERED
Those certain parcels of land in Saugus, Essex County, Massachusetts situated on Denise
Drive and Diamond Street and shown as Lots I , 3, 5,1 ,9 and 1 1 on a plan entitled "Definitive
Subdivision Plan Land in Saugus" by Carter B. Towers Eng'r Corp., dated June 19,1979 ønd
filed with Essex South District Deeds i¡ Plan Book 160 as Plan 97.
There is, as appurtenant to the parcels the right to use in common with all others entitled
thereto all streets and ways shown on said Plan for all purposes for which public ways are used
in the Town of Saugus, including specifìcally such rights in Diamond Street and Denise Drive.

Being the same premises conveyed to Saugus Holding, LLC, by deed of Saugus Funding Corp.
dated October 22, 2001 and recorded with said Registry ofDeeds in Book 17843Jage 194.

TIIIRD PARCEL

_ REGISTERED

LAND

That certain parcel of land situate in Saugus, County of Essex and Comrnonrvealth of
Massachusetts, bounded and described as follows:

olLynn Fells Parkway,

11.12 feet;

NORTHWESTERLY

by the southeasterly line

NORTHERLY

by land now or formerly of Lillian E. Newhall, 114.26 feel; and

NORTHBASTERLY

i 30 feet,

SOUTI'IEASTERLY

160 feet, and

SOUTHWESTERLY

i33.75 feet by land now or formerly ofElizabeth Conley, and

WESTERLY

by land now or formerly ofLouis Gerondelis et al, 50.55 feet.

All of said boundaries

are determined by the Courl to be located as shown upon plan

numbered 15302-A, filed with original Certificate of Title No. 10353
District for Essex County.

in Southern Registry

The above parcel is presently covered by Certìfìcate of Title No. 73311 in Registralion
Book 387.

#|8205'7

2-

FOURTH PARCEL _ NOT REGISTERED
Those certain parcels of land in Saugus, Essex County, Massachusetts situated on Denise
D¡ive and Diamond Street and shown as Lots 2,4,6, 8 10 and 12 or.r aplan entìtled "Definitive
Subdivision Plan Land in Saugus" by Carter & Towers Eng'r Corp., dated June 19,1979 anð
filed with Essex. South Disirict Deeds in Plan Book 160 as Plan 97There is, as appurtenant to the parcels the right to use in common with all othem entitled
thereto to all streets and ways shown on said Plan for all purposes for which public ways are
used in the Town of Saugus, including specificatly such rights in Diamond Streel and Denise

Drive.
The Fourth Parcel hereinabove, being the same premises conveyed to Saugus Holding,
LLC, by deed of Saugus Funding Corp. recorded with Essex South Districi Regisiry ofDeeds on
July 12, 2001 in Book 17407,Page471.

HI t82057

EXHIBIT B
PERMITTED ENCUMBRANCES

$i8
A-ny and

0t¡28500

¡_--

all tâxes ând assessments not yet due and payable.