exhibit10_28.htm


     

    
      

      

    

    
 

    EXHIBIT
10.28

     

    


     

    


     

    


     

    


     

    


     

    


     

    MORTGAGE
AND SECURITY AGREEMENT

     

    Dated as
of February 12, 2010

     

    from

     

    PETER J.
SONNABEND AND BOY A.J. VAN RIEL, AS TRUSTEES OF THE CHARTERHOUSE OF CAMBRIDGE
TRUST, UNDER DECLARATION OF TRUST DATED DECEMBER 27, 1963 AND RECORDED IN THE
MIDDLESEX (SOUTH) REGISTRY OF DEEDS IN BOOK 11160, PAGE 340, AS AMENDED BY
AMENDMENT OF DECLARATION OF TRUST DATED JULY 8, 1966 AND RECORDED IN SAID
REGISTRY IN BOOK 11160, PAGE 359 AND SONESTA OF
MASSACHUSETTS, INCORPORATED, A MASSACHUSETTS CORPORATION

     

    as
Mortgagor

     

    to

     

    RBS
CITIZENS, NATIONAL ASSOCIATION

     

    as
Mortgagee

     

    


     


    
      
        
        

      

      
         


        
          

        

      

      
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    TABLE OF
CONTENTS

    


    
      	
              ARTICLE I REPRESENTATIONS AND WARRANTIES

            	
              3

            
	
              1.01

            	
              Title

            	
              3

            
	
              1.02

            	
              Hazardous Substances

            	
              3

            
	 
      	 
      
	
              ARTICLE II AFFIRMATIVE COVENANTS

            	
              4

            
	
              2.01

            	
              Compliance with Laws; Etc

            	
              4

            
	
              2.02

            	
              Maintenance and Repair

            	
              4

            
	
              2.03

            	
              Alterations

            	
              5

            
	
              2.04

            	
              Insurance

            	
              5

            
	
              2.05

            	
              Damage or Condemnation

            	
              6

            
	
              2.06

            	
              Application of Insurance Proceeds and Condemnation
      Awards.

            	
              7

            
	
              2.07

            	
              Taxes and Impositions; Mechanics’ Claims

            	
              8

            
	
              2.08

            	
              Tax Escrow

            	
              8

            
	
              2.09

            	
              Security Agreement

            	
              9

            
	
              2.10

            	
              Visitation

            	
              10

            
	
              2.11

            	
              Litigation Affecting Mortgaged Property

            	
              10

            
	
              2.12

            	
              Indemnification

            	
              10

            
	
              2.13

            	
              Actions by Lender to Preserve Mortgaged
      Property

            	
              11

            
	
              2.14

            	
              Estoppel Certificates

            	
              11

            
	
              2.15

            	
              Payment and Performance of Secured
    Obligations

            	
              11

            
	
              2.16

            	
              Parking Lease

            	
              11

            
	 
      	 
      
	
              ARTICLE III NEGATIVE COVENANTS

            	
              12

            
	
              3.01

            	
              Transfers; Liens; Leases

            	
              12

            
	
              3.02

            	
              Modifications to Property Restrictions

            	
              12

            
	
              3.03

            	
              Hazardous Substances

            	
              12

            
	
              3.04

            	
              Indebtedness

            	
              12

            
	 
      	 
      
	
              ARTICLE IV EVENTS OF DEFAULT; REMEDIES

            	
              15

            
	
              4.01

            	
              Events of Default

            	
              15

            
	
              4.02

            	
              Remedies.

            	
              15

            
	
              4.03

            	
              Application of Proceeds

            	
              15

            
	
              4.04

            	
              Right to Sue Without Prejudice

            	
              16

            
	
              4.05

            	
              Power to Modify Documents

            	
              16

            
	
              4.06

            	
              Remedies Cumulative.

            	
              16

            
	
              4.07

            	
              Waiver of Stay, Extension, Moratorium Laws

            	
              17

            
	
               
      

            	 
      


    


    
      
        
        

      

      
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              ARTICLE V MISCELLANEOUS

            	
              17

            
	
              5.01

            	
              Security and Priority of Advances.

            	
              17

            
	
              5.02

            	
              Changes in Tax Law

            	
              17

            
	
              5.03

            	
              Further Assurances.

            	
              17

            
	
              5.04

            	
              Amendments, Waivers

            	
              18

            
	
              5.05

            	
              No Implied Waiver

            	
              18

            
	
              5.06

            	
              Notices

            	
              18

            
	
              5.07

            	
              Expenses; Taxes; Attorneys’ Fees

            	
              18

            
	
              5.08

            	
              Assignment of Leases

            	
              18

            
	
              5.09

            	
              Jurisdiction: Etc

            	
              19

            
	
              5.10

            	
              Interpretation

            	
              19

            
	
              5.11

            	
              Invalidity of Certain Provisions

            	
              19

            
	
              5.12

            	
              Severability

            	
              19

            
	
              5.13

            	
              Governing Law

            	
              19

            
	
              5.14

            	
              Time of Essence; Duration; Survival

            	
              19

            
	
              5.15

            	
              Successors and Assigns

            	
              19

            
	
              5.16

            	
              Usury

            	
              20

            
	
              5.17

            	
              JURISDICTION AND VENUE: WAIVER OF JURY
TRIAL

            	
              20

            
	
              5.18

            	
              Defined Terms

            	
              20

            
	
              5.19

            	
              Statutory Condition and Statutory Power of
    Sale

            	
              20

            


    

    


                                        Exhibit A -
Legal Description

                                        Exhibit B -
UCC Information


    
      
        
        

      

      
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    MORTGAGE AND SECURITY
AGREEMENT

    (“Mortgage”)

     

    GRANTING
CLAUSE

     

    PETER J.
SONNABEND and BOY A.J. VAN RIEL, AS TRUSTEES OF THE CHARTERHOUSE OF CAMBRIDGE
TRUST, under Declaration of Trust dated December 27, 1963 and recorded in
the Middlesex (South) Registry of Deeds in Book 11160, Page 340, as amended by
Amendment of Declaration of Trust dated July 8, 1966 and recorded in said
Registry in Book 11160, Page 359 (the “Trust”) and SONESTA OF MASSACHUSETTS,
INCORPORATED, a Massachusetts corporation, both having an address c/o Sonesta
International Hotels Corporation, 116 Huntington Avenue, Boston, Massachusetts
02116 (jointly and severally, “Mortgagor” or “Borrower”), FOR CONSIDERATION
PAID, and with MORTGAGE
COVENANTS, hereby grants, bargains, sells, mortgages, transfers, conveys,
assigns and warrants to RBS CITIZENS, NATIONAL ASSOCIATION, a national banking
association having an office at 28 State Street, Boston,
Massachusetts  02109 (“Mortgagee” or “Lender”) to secure payment
of:  (i)  THIRTY-TWO MILLION and 00/100 DOLLARS
($32,000,000), with interest and any other charges thereon, payable as provided
in that certain promissory note of even date herewith made by Borrower to Lender
(as the same may be extended, renewed, refinanced, refunded, amended, modified
or supplemented from time to time, and any replacement or successor note, the
“Note”), and (ii) and
any and all other or future indebtedness and liabilities of Borrower under the
Note or the other Loan Documents (as defined herein) and also to secure the
performance of all covenants and agreements contained herein or in the other
Loan Documents, all of Borrower’s estate, right, title, interest, property,
claim and demand, now owned or held or hereafter acquired or arising, in and to
the following property and rights (collectively, the “Mortgaged
Property”):

     

    (a) the lands
and premises more particularly described in Exhibit A hereto,
together with all and singular the tenements, hereditaments and appurtenances
thereunto belonging or in anywise appertaining, and also (i) any land lying
within the right-of-way of any streets, open or proposed, adjoining the same,
(ii) any easements, rights-of-way and rights used in connection therewith or as
a means of access thereto, and (iii) any and all sidewalks, alleys, strips and
gores of land adjacent thereto or used in connection therewith (all of the
foregoing being hereinafter collectively called the “Land”);

     

    (b) all
buildings, structures and other improvements now or hereafter erected or placed
on the Land (collectively, the “Improvements”);

     

    (c) all
machinery, apparatus, equipment, fittings, fixtures, goods, chattels and other
articles of personal property now or hereafter located on, attached to or used
in connection with the Land or the Improvements (including all real estate
fixtures and all other personal property used in the operation of the business
conducted on the Land), and all replacements thereof, additions thereto and
substitutions therefor (all of the foregoing, being hereinafter collectively
called the “Equipment”),
together with all deposits or payments made on any Equipment in connection with
the conditional purchase thereof and all leases by Borrower as lessee of
Equipment;

     

    (d) all
licenses, permits, authorizations and agreements from Governmental Authorities
(as defined in Section 1.02) relating to the ownership, construction, occupancy,
operation, management or use of the Land, the Improvements or the
Equipment;

     

    (e) all
contracts, leases, licenses and agreements now or hereafter relating to the
ownership, design, construction, occupancy, operation, management or use of the
Land, the Improvements or the Equipment;

     


    
      
        
        

      

      
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    (f) all the
remainder or remainders, reversion or reversions, rents, revenues, issues,
profits, royalties, income and other benefits derived from any of the foregoing,
all of which are hereby assigned to Lender, who is hereby authorized to collect
and receive the same, to give proper receipts and acquittances therefor and to
apply the same to the payment of the Secured Obligations, notwithstanding the
fact that the same may not then be due and payable, subject, however, to the
right of Borrower to receive and use the same unless and until an Event of
Default (as defined in Section 4.01) shall occur;

     

    (g) all
proceeds of the conversion, voluntary or involuntary, of any of the foregoing
into cash or liquidated claims, including all proceeds of the insurance required
to be maintained by this Mortgage, all awards or other compensation heretofore
or hereafter made to Borrower as the result of any Condemnation (as defined in
Section 2.05), all awards for changes of the grades of streets and all awards
for severance damages, all of which are hereby assigned to Lender, who is hereby
authorized to collect and receive the proceeds thereof, to give proper receipts
and acquittances therefor and, subject to Section 2.06, to apply the same to the
payment of the Secured Obligations, notwithstanding the fact that the same may
not then be due and payable;

     

    (h) any
monies deposited with Lender pursuant to the terms hereof or of any of the other
Loan Documents (as hereinafter defined);

     

    (i) all
equipment, inventory, accounts, contract rights, general intangibles,
instruments, documents and chattel paper (as those terms are defined in the
Uniform Commercial Code) of Borrower including all other personal property used
in the operation of the business conducted on the Land;

     

    (j) all
right, title and interest of the Trust as tenant under that certain lease dated
December 30, 1986, as amended, with the Trustees of Riverside Galleria
Associates Trust, as landlord, notices of which are filed with the Middlesex
County South Registry District of the Land Court as Document Number 732981, and
with the Middlesex South County Registry of Deeds in Book 17768, Page 325 (the
“Parking Lease”), and all modifications, extensions and renewals of the Parking
Lease and all credits, deposits, options, privileges and rights of the Trust as
tenant thereunder; and

     

    (k) all
proceeds, both cash and non-cash, of any and all of the foregoing.

     

    TO HAVE
AND TO HOLD the Mortgaged Property unto Lender, its successors and assigns,
forever; and Borrower covenants that Borrower is lawfully seized and possessed
of the Mortgaged Property and holds marketable fee simple absolute title to the
same and has good right to convey the Mortgaged Property and that the
conveyances in this Mortgage are subject to only the Permitted Encumbrances (as
defined in Section 1.01 hereof).  Except for the Permitted
Encumbrances, Borrower does warrant and will forever defend the title to the
Mortgaged Property against the claims of all persons whomsoever.

     

    This
Mortgage is given to secure the payment and performance of the following
described indebtedness and obligations (hereinafter collectively referred to as
the “Secured
Obligations”):

     

    (a) The debt
evidenced by the Note;

     

    (b) The full
and prompt payment and performance of all of the provisions, agreements,
covenants and obligations herein contained and contained in any other
agreements, documents or instruments now or hereafter evidencing, securing or
otherwise relating to the indebtedness evidenced by the Note, the Loan Agreement
of even date entered into by the Borrower and the Lender,  this
Mortgage, the Collateral Assignment of Leases and Rents of even date executed by
the Borrower, the Indemnity Agreement Regarding Hazardous Materials of even date
executed by the Borrower, (such other agreements, documents and instruments
executed in connection with the foregoing, together with any and all renewals,
amendments, extensions and modifications thereof the “Loan Documents”), and the
payment of all other sums therein covenanted to be paid; and

     


    
      
        
        

      

      
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    (c) Any and
all additional advances made by Lender to complete the Improvements or to
protect or preserve the Mortgaged Property or the security interest created
hereby on the Mortgaged Property, or for taxes, assessments or insurance
premiums as hereinafter provided or for performance of any of Borrower’s
obligations hereunder or under the other Loan Documents or for any other purpose
provided herein or in the other Loan Documents (whether or not the original
Borrower remains the owner of the Mortgaged Property at the time of such
advances).

     

    


     

    Borrower
hereby agrees with Lender as follows:

    ARTICLE I 

    REPRESENTATIONS AND
WARRANTIES

    


    Borrower
represents and warrants to Lender that:

     

    1.01 Title.  Borrower
(a) has good and marketable title to the Land and the Improvements and has good
title to all Equipment and other property and rights comprising the Mortgaged
Property, subject to no mortgage, lien, pledge, charge, security interest or
other encumbrance or adverse claim of any nature except Permitted Encumbrances
(as defined in this Section 1.01), and (b) has full power and lawful authority
to grant, bargain, sell, convey, warrant, assign, transfer, mortgage, pledge,
grant a security interest in, set over and confirm unto Lender, and its
successors and assigns, the Mortgaged Property as herein
provided.  Borrower will warrant and defend the title to the Mortgaged
Property and the validity and first priority of the lien or estate, and the
security interest, created hereby against the claims and demands of all persons
whomsoever.  As used herein the term “Permitted Encumbrances” means
(i) the easements, rights of way and other exceptions set forth in Schedule B-I
of the title policy insuring the lien of this Mortgage and (ii) any Impositions
(as defined in Section 2.07) which are not due and payable.

     

    1.02 Hazardous
Substances.  To the best of Borrower’s knowledge, except for
“Permitted Substances”
(as defined in the Environmental Indemnity Agreement) and except as specifically
described in the Report (as defined in the Environmental Indemnity Agreement),
the Mortgaged Property does not contain (a) any hazardous wastes, hazardous
substances, hazardous materials, toxic substances, hazardous air pollutants or
toxic pollutants, as those terms are used in, defined in or listed under the
Resource Conservation and Recovery Act, the Comprehensive Environmental
Response, Compensation and Liability Act, the Hazardous Materials Transportation
Act, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act,
and any applicable state or local statutes, including Mass. Gen. Law §21E or in
any regulations promulgating pursuant thereto as such statutes and regulations
have been or may be amended from time to time, or in any other applicable Law,
including without limitation those elements or compounds which are contained in
the list of hazardous substances adopted by the United States Environmental
Protection Agency or the list of toxic pollutants designated by Congress or said
agency, or (b) any petroleum products, including without limitation, gasoline,
diesel fuel, fuel oil, heating oil, kerosene, naphtha, benzene, lubricating oil,
motor oil, used oil and waste oil, asbestos and materials containing asbestos,
lead paint and polychlorinated biphenyls (“PCBs”) (all of the foregoing
in clauses (a) and (b) being herein collectively called “Hazardous
Substances”).  Borrower has not received, handled, used,
stored, treated, shipped or disposed of any Hazardous Substances, except for
Permitted Substances.  Except as specifically described in the Report,
no release or threatened release of Hazardous Substances has occurred on, at,
under, about, in or from the Mortgaged Property.  To the best of
Borrower’s knowledge, there is no civil, criminal or administrative action,
suit, demand, claim, hearing, lien, request for information, notice or demand
letter, notice of violation, citation, penalty, investigation or proceeding
pending or threatened with respect to the condition, use or occupancy of the
Mortgaged Property which relates to Hazardous Substances or any Law referred to
in this Section 1.02.

     


    
      
        
        

      

      
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    As used
herein the term “Law”
means any law (including common law), constitution, statute, treaty, regulation,
rule, ordinance, policy, order, injunction, writ, decree or award of, or permit,
approval or license granted by, any Governmental Authority, now or hereafter in
effect, including without limitation those relating to zoning, subdivision,
Hazardous Substances, building, safety, fire protection, accessibility to,
usability by or discrimination against disabled individuals, or environmental,
health or safety matters.  As used herein the term “Governmental Authority” means
any government or political subdivision or any agency, authority, bureau,
central bank, commission, department or instrumentality of either, or any court,
tribunal, grand jury or arbitrator, in each case whether foreign or
domestic.

     

    ARTICLE II 

    AFFIRMATIVE
COVENANTS

     

    Borrower
covenants to Lender as follows:

     

    2.01 Compliance with Laws;
Etc.  Borrower shall comply with and shall cause all tenants
and occupants to comply with all Laws and all private covenants which at any
time are applicable to the Mortgaged Property, operations of and construction on
the Mortgaged Property or the Borrower, and shall comply with the requirements
of all policies of insurance required by this Mortgage or the other Loan
Documents and of the insurers under such policies.  Borrower shall
make any replacements, alterations or improvements to the Mortgaged Property as
may be required by Law or such requirements even if unforeseen and/or
extraordinary.  Borrower shall have the right, after prior written
notice to Lender, to contest by appropriate legal proceedings diligently
conducted in good faith, without cost or expense to Lender, the validity or
application of any Law which does not subject Lender to any criminal or civil
liability, and Borrower may delay compliance with such Law until final
determination of such proceeding if compliance with such Law may legally be
delayed until, and such proceedings shall conclusively operate to prevent the
enforcement of such Law prior to, such final determination; provided, however,
that, if in the judgment of Lender any lien or charge against the Mortgaged
Property would reasonably be incurred by reason of such delay, Borrower shall
furnish to and maintain with Lender security, at all times satisfactory to
Lender, to assure the discharge of such lien or charge.  Borrower
shall keep, or cause to be kept, in full force and effect all licenses, permits
and governmental authorizations and agreements necessary or desirable for the
ownership, construction, occupancy, operation, management or use of the
Mortgaged Property.  Borrower shall preserve and maintain unimpaired
any and all easements, rights of way, appurtenances and other interests and
rights constituting any portion of the Mortgaged Property and shall timely
perform all obligations of Borrower thereunder.

     

    2.02 Maintenance and
Repair.  Borrower shall not abandon or cause or permit any
waste to the Improvements or the Equipment, shall maintain the Improvements and
the Equipment in good repair, working order and condition, except for reasonable
wear and use, shall maintain the Improvements and the Equipment in compliance
with all Laws, and shall restore, replace or rebuild the Improvements and the
Equipment or any part thereof now or hereafter damaged or destroyed by any
casualty (whether or not insured against or insurable) or affected by any
Condemnation with Improvements or Equipment of equivalent value and utility,
whether or not the proceeds of insurance required hereunder or the award payable
in respect of such Condemnation are sufficient for the purpose or are available
to Borrower pursuant to Section 2.06 for the purpose.  All repairs,
replacements, restorations, alterations and improvements to the Mortgaged
Property required by Section 2.01 or this Section 2.02 or permitted by Sections
2.03 or 2.06 shall be promptly performed in a good and workmanlike manner in
compliance with all applicable Laws, private covenants and insurance
requirements, and shall be subject to the terms and conditions set forth in
Section 2.06(c) as if such repair, replacement, restoration, alteration or
improvement were a restoration thereunder.

     


    
      
        
        

      

      
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    2.03 Alterations.  Borrower shall not permit the
Improvements or the Equipment to be removed, demolished or materially altered,
provided, however, that Borrower (i) shall make any replacements, alterations or
improvements which are required by Law; (ii) may remove worn out Equipment if
the same is concurrently replaced with Equipment of equivalent value and
utility; and (iii) may make qualitative improvements provided the same are
performed in a good and workmanlike manner, are of a quality at least equal to
that of the Improvements and do not adversely impact the structure or mechanical
systems of the Mortgaged Property.

     

    2.04 Insurance.  Borrower
shall maintain and keep in effect the following policies of insurance in
addition to any insurance coverages required under the Existing Leases (as
defined below):

     

    (a) during
the course of any new construction of Improvements or Equipment on the Mortgaged
Property, (i) builder’s risk insurance (on a completed value, non-reporting
basis) against “all risks of physical loss”, including collapse and transit
coverage, with deductibles not to exceed $10,000, in non-reporting form,
covering the total replacement cost of work performed and equipment, supplies
and materials furnished in connection with such construction or repair of
Improvements or Equipment, together with “soft cost” endorsements and such other
endorsements as Lender may require, and (ii) worker’s compensation, employer’s
liability and all other statutory forms of insurance now or hereafter required
by Law covering all persons employed in connection with such construction or
repair of the Improvements in such limits as may be required by Law or as Lender
may otherwise require;

     

    (b) policies
of insurance against loss or damage to the Improvements and the Equipment by or
from fire, lightning, windstorm, explosion, riot, riot attending a strike, civil
commotion, aircraft and vehicles, smoke and such other hazards as are presently
included in the so-called “fire and extended coverage” insurance; vandalism,
malicious mischief and such other hazards as are presently included in the
so-called “all risks to physical loss” insurance; and such other insurable
hazards, including flood, as, under good insurance practices, from time to time
are insured against for improvements and equipment having similar functions and
uses in the area where the Improvements and Equipment are located, in an amount
which shall not be less than the greater of (i) 100% of the “full replacement
cost” of the Improvements and the Equipment, without deduction for physical
depreciation, or (ii) an amount sufficient to prevent Lender and Borrower from
becoming co-insurers within the terms of the applicable policies; the term “full
replacement cost” shall mean the actual cost of replacing the Improvements and
the Equipment, exclusive of the cost of excavations, foundations and footings,
and shall be determined from time to time at the request of Lender (but not more
frequently than once in any 12 calendar months), by an insurer or by an
appraiser, engineer, architect or contractor designated by Borrower and approved
by Lender and at the expense of Borrower if there is then a continuing Event of
Default, but otherwise the expense of Lender.

     

    (c) insurance
against loss or damage to the major components of the air conditioning and
heating systems, fly-wheels, steam pipes, steam turbines, steam engines, steam
boilers, other pressure vessels, high pressure piping and machinery and
elevators and escalators, if any, as are installed in the Improvements,
including insurance against physical damage to the Improvements and the
Equipment arising out of an accident covered thereunder and against loss of
occupancy or use arising from breakdown of any of the foregoing, in such amounts
as are satisfactory to Lender;

     

    (d) comprehensive
general liability insurance on an “occurrence basis” against claims for bodily
injury, death or property damage occurring on or about the Mortgaged Property
(including elevators and escalators, if any) and on or in the streets adjoining
the same, to afford protection in a “single limit” of not less than $10,000,000
in the event of bodily injury to or death of any number of persons or of damage
to property arising out of one occurrence;

     


    
      
        
        

      

      
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    (e) if the
Land or any part thereof is situated in an area designated by the Federal
Emergency Management Agency (or any successor thereto) as an area of special
flood hazard for purposes of the National Flood Insurance Program, such policies
of flood insurance as Lender shall request, so as to enable Lender to be in
compliance with all Laws with respect to flood insurance coverage for the
Mortgaged Property from time to time applicable to Lender; and

     

    (f) such
other insurance with respect to the Mortgaged Property in such amounts as may
from time to time be required by Lender against other insurable hazards or
casualties which at the time are commonly insured against in the case of
premises similarly situated, due regard being given to the height and type of
buildings and improvements, their construction, location, use and
occupancy.

     

    The
issuer, form, content and amounts of all policies of insurance required to be
carried by Borrower under this Mortgage shall be subject to the reasonable
approval of Lender.  Lender shall be named as a loss payee under all
casualty insurance policies and an additional insured under all liability
policies. All policies of insurance maintained by Borrower pursuant to clauses
(a) and (b) shall contain the “replacement cost endorsement”.  All
policies of insurance covering risks of physical loss shall provide that losses
thereunder shall be payable to Lender pursuant to a standard first mortgagee
endorsement, without contribution, substantially equivalent to a “New York”
style standard mortgagee endorsement.  Prior to the expiration of any
policy of insurance, Borrower shall furnish Lender with evidence satisfactory to
Lender of the payment of the premium for, and the reissuance of a policy
continuing, such insurance as required by this Mortgage.  All policies
of insurance shall contain an endorsement by the insurer that any loss shall be
payable in accordance with the terms of such policy notwithstanding any act or
negligence of Borrower which might otherwise give rise to a defense by the
insurer to its payment for such loss and a waiver by the insurer of all rights
of subrogation to any rights of Lender and of all rights of setoff, counterclaim
or deduction against the insureds.  All policies of insurance shall
also contain a provision to the effect that any cancellation of or amendment to
such insurance, including any reduction in the scope or limits of coverage,
shall not be effective as to Lender without at least 15 days’ prior written
notice to Lender.  Borrower shall not take out separate insurance with
respect to the Mortgaged Property concurrent in form or contributing in the
event of loss with that required by this Mortgage unless the same shall contain
a standard non-contributory lender’s loss payable endorsement in favor of and in
scope and form satisfactory to Lender.

     

    All
policies of insurance required by this Instrument shall be issued by companies
licensed to do business in the state where the policy is issued and also in the
Commonwealth of Massachusetts and having a rating in Best’s Key Rating Guide of
at least “A” and a financial size category of at least “VIII.”

     

    2.05 Damage or
Condemnation.  In the event of any damage to or destruction
of the Improvements or the Equipment or any part thereof as a result of any
casualty (“Damage”), or
in the event the Land, the Improvements or the Equipment or any part thereof are
taken or damaged as the result of the exercise of the power of eminent domain or
as the result of any other governmental action for which compensation shall be
given by any Governmental Authority (“Condemnation”), or if Borrower
shall receive any notice or advice of any Condemnation proceedings, Borrower
shall give prompt notice thereof to Lender.  If an Event of Default is
then continuing, Lender shall have the right, and is hereby authorized and
empowered and irrevocably appointed attorney-in-fact of Borrower, to settle,
adjust or compromise any claims by any insureds for Damage under any policy or
policies of insurance required to be maintained by this Mortgage, or any claims
for awards or other compensation payable in connection with any
Condemnation.  If no Event of Default is then continuing, Borrower
shall have the right to settle and adjust insurance claims provided it keeps
Lender apprised of its actions.

     


    
      
        
        

      

      
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    2.06 Application of Insurance
Proceeds and Condemnation Awards.

     

    (a) Proceeds.  All
proceeds of the insurance required to be maintained by this Mortgage (including
proceeds of business interruption or loss of rental value insurance) payable in
connection with any Damage, and all awards or other compensation payable in
connection with any Condemnation, shall be deposited with Lender, provided,
however, (i) if no Event of Default has occurred and is then continuing, and
(ii) all such proceeds or awards or other compensation are less than $500,000.00
in the aggregate, then Borrower shall not be required to deposit such proceeds
with Lender and shall instead apply such proceeds to the restoration of the
Mortgaged Property.  In the case where such proceeds or awards or
other compensation aggregates $500,000.00 or more, such proceeds or awards or
other compensation (after deducting therefrom all costs and expenses, including
attorneys’ fees, incurred by Lender in connection with the collection thereof
regardless of the particular nature thereof and whether incurred with or without
suit) (“Net Proceeds”),
shall be applied by Lender (x) while an Event of Default exists to the payment
of the Secured Obligations in such order as Lender shall determine or (y) if an
Event of Default does not exist to the payment of the costs of restoring the
Improvements and Equipment so damaged or taken to their value, utility and
condition immediately prior to such Damage or Condemnation, including the
payment of all principal, interest and other charges payable under the Note
during the period of any such restoration (the “Restoration Period Debt Service
Amount”) as the same becomes due until completion of the restoration,
(collectively, “Restoration
Costs”); provided, however, (i) the Improvements and Equipment so damaged
can be restored substantially to the value, utility and condition thereof
immediately prior to such Damage or Condemnation, (ii) the Net Proceeds
deposited with Lender, together with such supplemental amounts deposited by
Borrower with Lender for the purpose, shall be sufficient to pay all Restoration
Costs, (iii) in the case of a Condemnation, the Land taken will not materially
adversely affect the value or utility of the Property even if the Improvements
and Equipment can be restored, (iv) such Damage or Condemnation and the time to
complete such restoration shall not materially adversely affect the ability of
Borrower to pay and perform its obligations under the Note, and the other Loan
Documents during such restoration or thereafter.  Whether or not an
Event of Default has occurred, Borrower shall have the right to receive all
proceeds of business interruption insurance provided such proceeds are used for
the continued operation of the Mortgaged Property.

     

    (b) Application to
Restoration.  If Lender elects or is required herein to apply
the Net Proceeds to the Restoration Costs, Borrower shall deposit with Lender
such additional amounts of money as may be necessary so that the Net Proceeds
and such additional monies (collectively, “Restoration Funds”) will be
sufficient, in the reasonable judgment of Lender, to pay all Restoration Costs
during such restoration.  Such Restoration Funds will be advanced by
Lender from time to time as the restoration work progresses upon the written
request of Borrower subject to compliance by Borrower with such reasonable and
customary construction advance requirements and conditions as Lender shall
impose, including those terms and conditions set forth in Section
2.06(c).  Lender shall not be required to apply Restoration Funds as
aforesaid unless it reasonably determines that the amount thereof remaining
after payment of the amount requested will be sufficient to pay the Restoration
Costs in full, and Borrower shall promptly deposit with Lender the amount of any
deficiency, to be held and disbursed by Lender as Restoration Funds in
accordance with the provisions of this Section 2.06.  Upon completion
of such restoration to the satisfaction of Lender and the payment of the
Restoration Costs in full, the balance of any Restoration Funds not required to
be disbursed shall (i) in the case of a Damage, be disbursed to Borrower or as
Borrower may direct and (ii) in the case of a Condemnation, be applied to the
payment of the Secured Obligations in such order as Lender may determine until
the same have been paid in full and then to Borrower or as Borrower may
direct.

     

    (c) Permits; Plans;
Contracts.  All restoration work following any Damage or
Condemnation pursuant to this Mortgage shall be subject to the following
additional terms and conditions:

     

    (i) no work
shall be undertaken unless Borrower shall have procured and paid for all
permits, approvals and authorizations of all Governmental Authorities required
in connection with all of the work; and

     


    
      
        
        

      

      
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    (ii) all work
involving estimated Restoration Costs of more than $500,000.00 (exclusive of the
Restoration Period Debt Service Amount) (x) shall be designed, constructed and
completed in accordance with detailed plans and specifications and cost
estimates acceptable to Lender and prepared by an architect or engineer selected
by Borrower and reasonably satisfactory to Lender and (y) if required by Lender
shall be performed pursuant to fixed price construction contracts which are
secured by payment and performance bonds in the amount of such contracts, such
contracts and bonds to be in form and substance, and with contractors and
sureties, reasonably satisfactory to Lender and to be executed and delivered
prior to the commencement of any of the work.

     

    (d) Payment of
Deficiency.  If (i) in the reasonable judgment of Lender the
Mortgaged Property cannot be restored substantially to the value, utility and
condition thereof immediately prior to such Damage or Condemnation and (ii) the
Net Proceeds are not sufficient to pay the Secured Obligations in full, Borrower
shall promptly pay the deficiency.

     

    2.07 Taxes and
Impositions; Mechanics’ Claims.  Borrower shall pay before
any fine, penalty, interest or cost attaches thereto, all taxes and assessments,
general and special, all water and sewer rents and all governmental charges and
levies of any kind or nature whatsoever, which are now or hereafter assessed or
imposed upon the Mortgaged Property or Borrower or become due and payable from
Borrower or create a lien upon the Mortgaged Property (all such taxes,
assessments, rents, charges and levies being herein collectively called “Impositions”), as well as all
claims for labor, materials or services which, if unpaid, might become a lien
thereon (herein collectively called “Mechanics’ Claims”), and shall
furnish to Lender, as soon as reasonably possible, official receipts of the
appropriate taxing or other authority, or other proof satisfactory to Lender,
evidencing the payment of all Impositions; provided, however, that if by law any
Imposition is payable, or may at the option of the taxpayer be paid, in
installments, Borrower may pay the same, or cause the same to be paid, together
with any accrued interest on the unpaid balance thereof, in installments as the
same become due and before any fine, penalty, interest or cost may be added
thereto for the nonpayment thereof, and provided, further, that, if Borrower (a)
contests the validity or amount of any Imposition or Mechanic’s Claim in good
faith and by appropriate proceedings that operate to prevent any execution on
any portion of the Mortgaged Property, (b) deposits and maintains with Lender a
bond or other security satisfactory to Lender in such amount as Lender shall
require to assure the discharge thereof, (c) furnishes to Lender an endorsement
to Lender’s title insurance policy insuring over such Imposition or Mechanics’
Claim and (d) thereafter diligently proceeds to cause such Imposition or
Mechanics’ Claim to be removed, paid or discharged of record, Borrower may defer
payment thereof during the pendency of such contest.

     

    2.08 Tax
Escrow.  While an Event of Default has occurred and is
continuing, at Lender’s option, Borrower shall pay to Lender on the first day of
each calendar month a sum equal to one-twelfth (1/12th) of the real estate taxes
on the Mortgaged Property required hereby so as to enable Lender to pay the same
at least thirty days before they become due.  Amounts so paid shall
not be trust funds but may at the option of Lender be commingled with general
funds of Lender.  No interest shall be paid on such
amounts.  If an Event of Default shall occur, Lender shall have the
right to apply any amounts paid to Lender under this Section 2.08 against all or
any part of the Secured Obligations.  If such real estate taxes shall
exceed the amounts paid into escrow under this Section 2.08, Borrower shall on
demand pay the deficiency.  Borrower shall furnish to Lender tax bills
in sufficient time to enable Lender to pay such taxes before interest and
penalties accrue thereon.

     


    
      
        
        

      

      
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    2.09 Security
Agreement.  This Mortgage is intended to be a mortgage and
security agreement and effective as a financing statement under the Uniform
Commercial Code of Massachusetts with respect to improvements, fixtures,
furnishings, equipment or personal property, if any, located on the Land
(inclusive of the personal property owned by Borrower and used in the operation
of the business conducted on the Land) and is hereby made and declared to be a
security agreement, granting a security interest in and to each and every item
of such property included in the Mortgaged Property (hereinafter collectively
referred to as the “Collateral”), in compliance
with the provisions of the Uniform Commercial Code as enacted in the
Commonwealth of Massachusetts.  A financing statement or statements
reciting this Mortgage to be a security agreement, covering all of the
Collateral, shall be executed by Borrower and Lender and appropriately
filed.  The remedies for any violation of the covenants, terms and
conditions of the security agreement herein contained shall be (i) as prescribed
herein, to the extent enforceable under applicable law, or (ii) as prescribed by
general law, or (iii) as prescribed by the specific statutory consequences now
or hereafter enacted and specified in said Uniform Commercial Code, all at
Lender’s sole election.  Borrower and Lender agree that the filing of
such financing statement(s) in the records normally having to do with personal
property shall never be construed as in any way derogating from or impairing
this declaration and hereby stated intention of Borrower and Lender that
everything used in connection with the production of income from the Mortgaged
Property and/or adapted for use therein and/or which is described or reflected
in this Mortgage, is, and at all times and for all purposes and in all
proceedings both legal or equitable shall be, regarded as part of the real
estate irrespective of whether (i) any such item is physically attached to the
Land or the Improvements, (ii) serial numbers are used for the better
identification of certain items capable of being thus identified in a recital
contained herein, or (iii) any such item is referred to or reflected in any such
financing statement(s) so filed at any time.  Similarly, the mention
in any such financing statement(s) of the rights in and to the proceeds of any
hazard insurance policy, or any award in eminent domain proceedings for a taking
or for loss of value, or Borrower’s interest as lessor in any present or future
lease or rights to income growing out of the use and/or occupancy of the
Mortgaged Property, whether pursuant to lease or otherwise, shall never be
construed as in any way altering any of the rights of Lender as determined by
this instrument or impugning the priority of Lender’s lien granted hereby or by
any other recorded document, but such mention in such financing statement(s) is
declared to be for the protection of Lender in the event any court shall at any
time hold, with respect to any such matter, that notice of Lender’s priority of
interest, to be effective against a particular class of persons, must be filed
in the Uniform Commercial Code records.  Borrower warrants that (i)
Borrower’s (that is, “Debtor’s”) name, identity or organizational structure,
organizational identification number issued by the Secretary of State of the
Commonwealth of Massachusetts, and residence or principal place of business are
as set forth in Exhibit B attached hereto and by this reference made a part
hereof, (ii) Borrower (that is, “Debtor”) has been using or operating under said
name, identity or organizational structure without change for the time period
set forth in Exhibit B attached hereto and by this reference made a part hereof,
and (iii) the location of all collateral constituting fixtures is upon the
Land.  Borrower covenants and agrees that Borrower will furnish Lender
with notice of any change in name, identity, organizational structure, residence
or principal place of business within thirty (30) days of the effective date of
any such change and Borrower will promptly execute any financing statements or
other instruments deemed necessary by Lender to prevent any filed financing
statement from becoming misleading or losing its perfected
status.  The information contained in this Section 2.10 is provided in
order that this Mortgage shall comply with the requirements of the Uniform
Commercial Code, as enacted in the Commonwealth of Massachusetts, for
instruments to be filed as financing statements.  The names of the
“Debtor” and the “Secured Party”, the identity or organizational structure and
residence or principal place of business of “Debtor”, and the time period for
which “Debtor” has been using or operating under said name and identity or
organizational structure without change, are as set forth in Schedule 1 of
Exhibit B attached hereto and by this reference made a part hereof; the mailing
address of the “Secured Party” from which information concerning the security
interest may be obtained, and the mailing address of “Debtor”, are as set forth
in Schedule 2 of said Exhibit B attached hereto; and a statement indicating the
types, or describing the items, of collateral is set forth in this
Mortgage.

     


    
      
        
        

      

      
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    2.10 Visitation.  Borrower shall permit such persons as
Lender may reasonably designate to visit and inspect the Mortgaged Property, to
examine the books, records and documents relating to the Mortgaged Property and
take copies and extracts therefrom and to discuss the affairs of Borrower
relating thereto with the officers, employees and independent accountants of
Borrower at such times and as often as Lender may reasonably
request.  Such information shall be considered to be confidential and
not disclosed the third parties except that Borrower hereby authorizes such
officers, employees and independent accountants to discuss with Lender such
affairs of Borrower.

     

    2.11 Litigation Affecting
Mortgaged Property.  Borrower shall appear in and contest any
action or proceeding purporting to affect the security hereof or the rights or
powers of Lender, and shall pay within a reasonable time after demand therefor
all costs and expenses, including costs of evidence of title and attorneys’
fees, in any such action or proceeding in which Lender may appear.

     

    2.12 Indemnification.  With
the exception of any claim arising out of the gross negligence or willful
misconduct of the Lender, Lender shall have no obligation or liability by reason
of this Mortgage (or the liens or security interests in the Mortgaged Property
granted hereby) or arising out of the Mortgaged Property, nor shall Lender be
required or obligated in any manner to perform or fulfill any obligations of
Borrower with respect to the Mortgaged Property.  Borrower hereby
agrees to indemnify and defend Lender against, and hold Lender harmless from,
all costs, fines, penalties, fees (including, without limitation, attorneys’
fees), expenses, liabilities, losses, claims and damages (collectively,
“Damages”) that may at any time be asserted against or incurred by Lender as a
result of, or arising out of, or in any way related to or by reason of this
Mortgage (or the liens or security interests in the Mortgaged Property granted
hereby), the Loan Agreement or any other Loan Document or any transaction
contemplated hereby or thereby, or any event or matter involving the Mortgaged
Property, including any cost, fine, penalty, fee, expense, liability, loss,
casualty or damage arising from or related to any Law concerning disabled
individuals and including any and all claims and demands whatsoever which may be
asserted against Lender by reason of any alleged obligation on its part to
perform or discharge any obligation with respect to the Mortgaged
Property.  Nothing in this Section 2.12 shall obligate Borrower to
indemnify and defend Lender against, and hold Lender harmless with respect to
Damages resulting from the gross negligence or willful misconduct of Lender or
with respect to Damages resulting solely from the act or omission of Lender
occurring after the foreclosure of the Mortgage or the acceptance by Lender of a
deed in lieu thereof.  Provided there is no continuing Event of
Default, defense of any matter covered under this Section 2.12 may be by counsel
of Borrower’s choosing, but reasonably acceptable to Lender.  If an
Event of Default is continuing, Lender shall have the sole right to select
counsel to defend any action arising under this Section 2.12.

     


    
      
        
        

      

      
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    2.13 Actions by
Lender to Preserve Mortgaged Property.  If Borrower shall fail
to (a) effect, maintain and keep in force the insurance required under the
provisions of Section 2.04, (b) make the payments required by Section 2.07 or
(c) pay, perform or observe any of the other obligations required by this
Mortgage or any other Loan Document to be paid, performed or observed by
Borrower, then Lender may effect, maintain, keep in force, pay, perform or
observe the same.  In connection therewith, Lender shall have the
right, but not the obligation, (i) to enter upon and take possession of the
Mortgaged Property; (ii) to make such additions, alterations, repairs and
improvements to the Mortgaged Property as Lender may reasonably consider
necessary or proper to keep the same in good condition and repair; (iii) to
appear and participate in any action or proceeding affecting or which may affect
the security hereof or thereof or the rights or powers of Lender hereunder or
thereunder; (iv) to contest or compromise any lien, encumbrance or charge which
in the judgment of Lender may affect the security of this Mortgage or any other
Loan Document, or to discharge the same, either by paying the amount claimed to
be due or depositing in court a bond for the amount claimed or otherwise giving
security for such claim, or in such other manner as is or may be prescribed by
law; and (v) in exercising such powers, to pay necessary expenses including the
fees and expenses of attorneys and all necessary or desirable
consultants.  All sums so expended by Lender or expended to sustain
the lien or estate or security interest created by this Mortgage or any other
Loan Document or the priority hereof or thereof, or to protect or enforce any of
the rights of Lender under the terms of this Mortgage or any other Loan
Document, or to recover or enforce any of the Secured Obligations or otherwise
to secure the performance of any obligation of Borrower under this Mortgage or
any other Loan Document, shall be paid by Borrower within five (5) days after
demand by Lender with interest at the Interest Rate (as defined in the Note)
unless not paid within ten (10) days after notice, at which time interest shall
begin to accrue at the Default Rate (as defined in the Note) until
paid.  In any action or proceeding to foreclose this Mortgage, or to
recover, collect or enforce the Secured Obligations, the provisions of law
respecting the recovery of costs, disbursements and allowances shall prevail
unaffected by this covenant.

     

    2.14 Estoppel
Certificates.  Borrower, within fifteen (15) days after notice
from Lender, shall furnish to Lender a statement stating the amount of the
Secured Obligations and stating whether any offsets or defenses exist against
the Secured Obligations.

     

    2.15 Payment and Performance of
Secured Obligations.  Borrower shall pay and perform or cause
to be paid or performed all of the Secured Obligations and shall comply with all
the terms and covenants of the Loan Documents.

     

    2.16 Parking
Lease.  Borrower shall (i) pay when due all rents, additional
rents and other sums required to be paid by Borrower as tenant under the Parking
Lease, (ii) diligently perform and observe all of the other material terms of
the Parking Lease to be performed and observed by the tenant thereunder prior to
the expiration of any applicable grace period therein, and (iii) promptly
deliver to Lender a copy of any default notice given or received by Borrower
under the Parking Lease.  Borrower shall not, without the prior
consent of Lender, surrender the leasehold estate created by the Parking Lease
or terminate, cancel, modify or supplement the Parking Lease, and any such
surrender, termination, cancellation, modification or supplement without the
prior consent of Lender shall be void and of no force and effect; provided,
however, such consent shall not be unreasonably delayed.

     


    
      
        
        

      

      
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    ARTICLE III

    NEGATIVE
COVENANTS

     

    Borrower
covenants to Lender as follows:

     

    3.01 Transfers; Liens;
Leases.  Borrower shall not create, permit to accrue or suffer
to exist any assignment, mortgage, lien, security interest, pledge, conditional
sale or other title retention agreement, encumbrance (except for underground
utility easements or similar matters of title which, in Lender’s reasonable
judgment will not adversely affect the use or marketability of the Mortgaged
Property), or charge of, in, to or upon the Mortgaged Property, other than
Permitted Encumbrances.  Except as otherwise permitted in the Loan
Agreement, Borrower shall not, without the prior written consent of Lender,
lease, sell, convey, transfer, option, dispose or lease any of the Mortgaged
Property.

     

    3.02 Modifications to Property
Restrictions.  Borrower shall not initiate, join in or consent
to any change in any private covenant, zoning ordinance or other public or
private restriction which would detract from or limit the value or utility of
the Mortgaged Property.

     

    3.03 Hazardous
Substances.  Except as disclosed in the Report, to the extent
disclosed in the Report, Borrower shall not (a) cause, permit or allow the
deposit or creation of, or permit the existence of, any Hazardous Substances at,
on, in, about or under the Mortgaged Property except to the extent commonly used
in the permitted day to day operations of the Property, and, in all such cases,
always in full compliance with all Environmental Laws and prudent environmental
management practices (“Permitted Substances”); (b) use, permit or allow the use
of Hazardous Substances (other than Permitted Substances) at, on, in, about or
under the Mortgaged Property; or (c) cause, permit or allow the release or
threatened release of any Hazardous Substances at, on, in, under, about or from
the Mortgaged Property.

     

    3.04 Indebtedness.  Borrower
shall not at any time create, incur, assume or suffer to exist any indebtedness,
except (a) indebtedness included in the Secured Obligations, (b) accounts
payable to trade creditors arising out of purchases of goods or services in the
ordinary course of the business of owning and operating the Mortgaged Property,
and (c) indebtedness for real estate taxes and assessments to the extent the
same directly relate to this Mortgaged Property and are not yet due and
payable.

     

    ARTICLE
IV

    EVENTS OF DEFAULT;
REMEDIES

     

    4.01 Events of
Default.  An Event of Default shall mean the occurrence or
existence of one or more of the following events or conditions each of which shall be an
"Event of Default" hereunder and under the Loan Agreement and each other Loan
Document:

     

    


     

    (a) Borrower
shall fail to pay any sum due to Lender under this Mortgage and such failure is
not cured within five (5) Business Days following notice thereof from Lender;
or

     

    (b) Any
insurance required to be carried by Borrower under Section 2.04 of this Mortgage
lapses or is cancelled;

     

    (c) Except as
otherwise expressly permitted hereunder or under any other Loan Document,
Borrower shall sell or otherwise convey, encumber, pledge, suffer any levy or
attachment on, or transfer the Mortgaged Property or any part thereof, or any
interest in Borrower (including any interest in the profits and/or losses of
Borrower); or

     


    
      
        
        

      

      
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    (d) Borrower
shall default in the performance or observance of any other covenant, agreement
or duty under this Mortgage and such default shall have continued for a period
of thirty (30) days after written notice thereof to Borrower; provided the
aforesaid thirty-day grace period shall be extended for a reasonable period of
time (not to exceed an additional sixty (60) days for a maximum grace period of
ninety (90) days in the aggregate) with respect to any breach by the Borrower
which by its nature cannot be cured by the application of due diligence within
said initial thirty-day period, so long as the Borrower commences such cure
within such initial thirty-day period and thereafter diligently prosecutes the
same to completion; or

     

    (e) An "Event
of Default" under the Loan Agreement or any other Loan Document has occurred and
is continuing; or

     

    (f) There has
occurred any event which pursuant to any express provision of the Loan
Agreement, or of any other Loan Document, gives Lender the right to accelerate
the Loan, subject to applicable notice and grace periods, if any.

     

    4.02 Remedies.

     

    (a) Primary
Remedies.  Upon the occurrence of an Event of Default, Lender
may (x) by notice to Borrower declare the Secured Obligations immediately due
and payable without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived; provided, however, that, in the case
of an Event of Default specified in subsections (k) or (l) of Section 4.01, the
Secured Obligations shall automatically become due and payable without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived; and/or (y) exercise any other right, power or remedy available
to it at law or in equity, hereunder or under any other Loan Document without
demand, protest or notice of any kind, all of which are hereby expressly waived,
except such as is expressly required hereby or by such other Loan
Document.  Without limiting the generality of the foregoing, Lender
may:

     

    (i) exercise
the STATUTORY POWER OF SALE (to the extent available under applicable
law);

     

    (ii) exercise
the right to foreclose this Mortgage by instituting a foreclosure suit in any
court having jurisdiction and to exercise any other rights of foreclosure or
powers of sale provided for under law;

     

    (iii) enter and
take possession of the Mortgaged Property or any part thereof, exclude Borrower
and all persons claiming under Borrower wholly or partly therefrom and operate,
use, manage and control the same, or cause the same to be operated by a person
selected by Lender, either in the name of Borrower or otherwise, and upon such
entry, from time to time, at the expense of Borrower and of the Mortgaged
Property, make all such repairs, replacements, alterations, additions or
improvements thereto as Lender may deem proper, and collect and receive the
rents, revenues, issues, profits, royalties, income and benefits thereof and
apply the same to the payment of all expenses which Lender may be authorized to
incur under the provisions of this Mortgage and applicable law, the remainder to
be applied to the payment, performance and discharge of the Secured Obligations
in such order as Lender may determine until the same have been paid in
full;

     

    (iv) sell the
Mortgaged Property to the highest bidder or bidders at public auction at a sale
or sales held at such place or places and time or times and upon such notice and
otherwise in such manner as may be required by law, or in the absence of any
such requirement, as Lender may deem appropriate, and from time to time adjourn
such sale by announcement at the time and place specified for such sale or for
such adjourned sale or sales without further notice except such as may be
required by law;

     


    
      
        
        

      

      
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    (v) take all
steps to protect and enforce the rights of Lender under this Mortgage by suit
for specific performance of any covenant herein contained, or in aid of the
execution of any power herein granted or for the enforcement of any other
rights; and/or

     

    (vi) exercise
any or all of the rights and remedies available to a secured party under the
UCC, including the right to (A) enter the Mortgaged Property and take possession
of the Equipment without demand or notice and without prior judicial hearing or
legal proceedings, which Borrower hereby expressly waives, (B) require Borrower
to assemble the Equipment, or any portion thereof, and make it available to
Lender at a place or places designated by Lender and reasonably convenient to
both parties and (C) sell all or any portion of the Equipment at public or
private sale, without prior notice to Borrower except as otherwise required by
law (and if notice is required by law, after ten days’ prior written notice), at
such place or places and at such time or times and in such manner and upon such
terms, whether for cash or on credit, as Lender in its sole discretion may
determine.  As to any property subject to Article 9 of the UCC
included in the Mortgaged Property, Lender may proceed under the UCC or proceed
as to both real and personal property in accordance with the provisions of this
Mortgage and the rights and remedies that Lender may have at law or in equity,
in respect of real property, and treat both the real and personal property
included in the Mortgaged Property as one parcel or package of security and any
notice required under Article 9 of the UCC shall be fully satisfied by the
notice given in execution of the STATUTORY POWER OF SALE with respect to the
real property or any part thereof Borrower shall have the burden of proving that
any sale pursuant to this Section 4.02(a) or pursuant to the UCC was conducted
in a commercially unreasonable manner.

     

    (b) Receiver.  If
an Event of Default shall occur, Lender shall be entitled as a matter of right
to the appointment of a receiver of the Mortgaged Property and the rents,
revenues, issues, profits, royalties, income and benefits thereof, without
notice or demand, and without regard to the adequacy of the security for the
Secured Obligations or the solvency of Borrower.

     

    (c) Environmental Site
Assessments.  If (i) an Event of Default shall occur, (ii)
required by any applicable law, rule or regulation, or (iii) after notice to
Borrower, Lender reasonably believes there exists on the Mortgaged Property any
environmental condition which could result in any liability, cost or expense to
the owner or occupier of the Mortgaged Property, Borrower shall permit such
persons as Lender may reasonably designate (“Site Reviewers”) to visit the
Mortgaged Property and perform environmental site investigations and assessments
(“Site Assessments”) on the Mortgaged Property for the purpose of determining
whether there exists on the Mortgaged Property any environmental condition which
could result in any liability, cost or expense to the owner or occupier of the
Mortgaged Property.  Such Site Assessments may include both above and
below the ground testing for environmental damage or the presence of Hazardous
Substances on the Mortgaged Property and such other tests on the Mortgaged
Property as may be necessary to conduct the Site Assessments in the opinion of
the Site Reviewers.  Borrower will supply to the Site Reviewers such
historical and operational information regarding the Mortgaged Property as may
be reasonably requested by the Site Reviewers to facilitate the Site Assessments
and will make available for meetings with the Site Reviewers appropriate
personnel having knowledge of such matters.  The cost of performing
all Site Assessments shall be paid by Borrower within fifteen days after demand
by Lender and, if such cost remains unpaid following the expiration of such
fifteen day period, with interest at the Default Rate until paid.

     


    
      
        
        

      

      
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    (d) Right of
Set-Off.  If an Event of Default shall occur, Lender and the
holder of any participation in the Note shall have the right, in addition to all
other rights and remedies available to it, to set-off against and to appropriate
and apply to the unpaid balance of the Note and all other obligations of
Borrower hereunder or under any other Loan Document any debt owing to, and any
other funds held in any manner for the account of, Borrower by Lender or such
holder, including all funds in all deposit accounts (general or special) now or
hereafter maintained by Borrower with Lender or such holder.  Such
right shall exist whether or not Lender or any such holder shall have made any
demand under the Note or any such participation or any other Loan Document and
whether or not the Note or such participation or such other obligations are
matured or unmatured.  Borrower hereby confirms the foregoing
arrangements and each such holder’s and the Lender’s right of banker’s lien and
set-off and nothing in this Mortgage or any other Loan Document shall be deemed
any waiver or prohibition of any such holder’s or of the Lender’s right of
banker’s lien or set-off.

     

    (e) Sales by
Parcels.  In any sale made under or by virtue of this Mortgage
or pursuant to any judgment or decree of court, the Mortgaged Property may be
sold in one or more parts or parcels or as an entirety and in such order as
Lender may elect, without regard to the right of Borrower, or any person
claiming under it, to the marshaling of assets.

     

    (f) Effect of
Sale.  To the extent permitted by applicable law, the purchaser
at any sale made under or by virtue of this Mortgage or pursuant to any judgment
or decree of court shall take title to the Mortgaged Property or the part
thereof so sold free and discharged of the estate of Borrower therein, the
purchaser being hereby discharged from all liability to see to the application
of the purchase money.  Any person, including Lender, may purchase at
any such sale.  Nevertheless, Borrower shall ratify and confirm, or
cause to be ratified and confirmed, any such sale or sales by executing and
delivering, or by causing to be executed and delivered, to Lender or to such
purchaser or purchasers all such instruments as may be advisable, in the
judgment of Lender, for the purpose, and as may be designated, in such
request.  Any sale or sales made under or by virtue of this Mortgage,
to the extent not prohibited by law, shall operate to divest all the estate,
right, title, interest, property, claim and demand whatsoever, whether at law or
in equity, of Borrower in, to and under the Mortgaged Property, or any portions
thereof so sold, and shall be a perpetual bar both at law and in equity against
Borrower, its successors and assigns, and against any and all persons claiming
or who may claim the same, or any part thereof, by, through or under Borrower,
or its successors or assigns.  The powers and agency herein granted
are coupled with an interest and are irrevocable.

     

    (g) Eviction of Borrower After
Sale.  If Borrower fails or refuses to surrender possession of
the Mortgaged Property after any foreclosure or sale thereof, Borrower shall be
subject to eviction or ejectment by any legal means.

     

    (h) Insurance
Policies.  In the event of a foreclosure sale pursuant to this
Mortgage or other transfer of title or assignment of the Mortgaged Property in
extinguishment, in whole or in part, of the Secured Obligations, all right,
title and interest of Borrower in and to all policies of insurance required
under the provisions of Section 2.04 shall inure to the benefit of and pass to
the successor in interest of Borrower or the purchaser or grantee of the
Mortgaged Property or any part thereof so transferred.

     

    4.03 Application of
Proceeds.  The proceeds of any sale made either under the
power of sale hereby given or under a judgment, order or decree made in any
action to foreclose or to enforce this Mortgage, shall be applied:

     

    (a) first to
the payment of (i) all costs and expenses of such sale, including reasonable
attorneys’ fees, appraisers’ fees and costs of procuring title searches, title
insurance policies and similar items and (ii) all charges, expenses and advances
incurred or made by Lender in order to protect the lien or estate created by
this Mortgage or the security afforded hereby including any expenses of
entering, taking possession of and operating the Mortgaged
Property;

     


    
      
        
        

      

      
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    (b) then to
the payment of any other Secured Obligations in such order as Lender may
determine until the same have been paid in full; and

     

    (c) any
balance thereof shall be paid to Borrower, or to whosoever shall be legally
entitled thereto, or as a court of competent jurisdiction may
direct.

     

    4.04 Right to Sue
Without Prejudice.  If an Event of Default shall occur,
Lender shall have the right from time to time to sue for any sums required to be
paid by Borrower under the terms of this Mortgage as the same respectively
become due, without regard to whether or not the Secured Obligations shall be
due and without prejudice to the right of Lender thereafter to bring any action
or proceeding of foreclosure or otherwise, or to take other action, in respect
of any Event of Default existing at the time such earlier action or proceeding
was commenced.

     

    4.05 Modify
Documents.  Lender may at any time or from time to time (i)
with the consent of Borrower, renew or extend this Mortgage or any other Loan
Document or amend or modify the same in any way, or (ii) in Lender’s sole
discretion, waive any of the terms, covenants or conditions hereof or thereof in
whole or in part, and may release any portion of the Mortgaged Property or any
other security, and grant such extensions and indulgences in relation to the
Secured Obligations as Lender may determine, without the consent of any junior
lien or encumbrancer and without any obligation to give notice to of any kind to
any person and without in any manner affecting the priority of the lien or
security interest of this Mortgage on or in any part of the Mortgaged
Property.  Lender may at any time or from time to time subordinate the
lien or security interest of this Mortgage to any lease of space in the
Improvements or any other agreement with respect to the occupancy or use of any
part of the Mortgaged Property, or to any easement, restrictive covenant or
other encumbrance on any part of the Mortgaged Property, or to any other lien on
or security interest in any part of the Mortgaged Property, or to any other
interest of any person in or to any part of the Mortgaged Property, in each case
without the agreement or consent of Borrower or of the tenant or other party
holding the interest to which the lien or security interest hereof is being
subordinated or of any other person having a right or interest in any of the
Mortgaged Property, without any obligation to give notice of any kind to any
person, and without in any manner affecting (except to the extent specifically
provided in the instrument effecting such subordination or by law) the priority
of the lien or security interest of this Mortgage on or in any part of the
Mortgaged Property.

     

    4.06 Remedies
Cumulative.

     

    (a) Generally.  No
right or remedy herein conferred upon or reserved to Lender is intended to be
exclusive of any other right or remedy, and each and every such right and remedy
shall be cumulative and in addition to any other right or remedy of Lender under
the Loan Documents or this Mortgage, or at law or in equity.  The
failure of Lender to insist at any time upon the strict observance or
performance of any of the provisions of this Mortgage, or to exercise any right
or remedy provided for herein or in the Loan Documents, shall not impair any
such right or remedy nor be construed as a waiver or relinquishment
thereof.  Every right and remedy given by this Mortgage or the Loan
Documents to Lender, or to which Lender may otherwise be entitled, may be
exercised from time to time and as often as may be deemed expedient by Lender,
and no remedy shall be exhausted by the exercise thereof.  Lender may
pursue inconsistent remedies.

     

    (b) Other
Security.  Lender shall be entitled to enforce payment and
performance of any Secured Obligations and to exercise all rights and powers
under the Loan Documents or this Mortgage, or at law or in equity,
notwithstanding that such Secured Obligations may now or hereafter be otherwise
secured.  Neither the acceptance of this Mortgage nor its enforcement
shall prejudice or in any manner affect Lender’s right to realize upon or
enforce any other security now or hereafter held by Lender in such order and
manner as Lender in its sole discretion may determine.

     


    
      
        
        

      

      
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    4.07 Waiver of
Stay, Extension, Moratorium Laws.  To the extent
enforceable under applicable law, Borrower shall not at any time (a) insist
upon, plead or in any manner whatever claim or take any benefit or advantage of
any applicable present or future stay, extension or moratorium Law or (b) claim,
take or insist upon any benefit or advantage of any present or future Law
providing for the valuation or appraisal of the Mortgaged Property prior to any
sale or sales thereof which may be made under or by virtue of the provisions of
Section 4.02; and Borrower hereby waives all benefit or advantage of any such
Law or Laws.  To the extent enforceable under applicable law,
Borrower, for itself and all who may claim under it, hereby waives any and all
notice or notices of seizure, and all right to have the Mortgaged Property
marshaled upon any foreclosure hereof.  Lender shall not be obligated
to pursue or exhaust its rights or remedies as against any part of the Mortgaged
Property before proceeding against any other part thereof and, to the extent
enforceable under applicable law, Borrower hereby waives any right or claim of
right to have Lender proceed in any particular order.  To the extent
enforceable under applicable law, Borrower hereby waives and releases all
errors, defects and imperfections in any proceedings instituted by Lender under
this Mortgage.

     

    ARTICLE
V

    MISCELLANEOUS

     

    5.01 Security and Priority of
Advances.

     

    (a) Loan
Advances.  This Mortgage secures, and the Secured Obligations
include, future advances.  All advances and indebtedness arising and
accruing from time to time under the Loan Documents shall be secured hereby to
the same extent as though the Loan Documents were fully incorporated in this
Mortgage.  Under the Loan Documents advances shall be made and
indebtedness shall be incurred from time to time hereafter, but each such
advance or indebtedness shall be secured hereby as if made on the date
hereof.

     

    (b) Other
Advances.  This Mortgage secures, and the Secured Obligations
include, (i) all advances made by Lender with respect to any of the Mortgaged
Property for the payment of Impositions, maintenance charges, insurance premiums
or costs incurred for the protection of any of the Mortgaged Property or the
lien of this Mortgage, and (ii) all expenses incurred by Lender by reason of an
Event of Default hereunder.

     

    5.02 Changes in Tax
Law.  In the event of the passage after the date of this
Mortgage of any Law deducting from the value of the Mortgaged Property, for the
purpose of taxation, any lien thereon, or changing in any way the Laws now in
force for the taxation of mortgages, or debts secured thereby, for state or
local purposes, or the manner of the operation of any such taxes so as to affect
the interest of Lender, then and in such event, Borrower shall bear and pay the
full amount of such taxes, provided that if for any reason payment by Borrower
of any such new or additional taxes would be unlawful (including under the laws
of usury) Lender may pay that amount or portion of such taxes as would be
unlawful to require Borrower to pay, in which event Borrower shall concurrently
therewith pay the balance of said taxes.

     

    5.03 Further
Assurances.

     

    (a) Generally.  From
time to time upon the request of Lender, Borrower shall promptly and duly
execute, acknowledge and deliver any and all such further instruments and
documents as Lender may deem necessary or desirable to confirm this Mortgage, to
carry out the purpose and intent hereof, or to enable Lender to enforce any of
its rights hereunder.

     

    (b) Filings.  Borrower
immediately upon the execution and delivery of this Mortgage, and thereafter
from time to time upon the request of Lender, shall cause this Mortgage, any
supplements hereto, any financing statements and each instrument of further
assurance to be filed, registered or recorded and refiled, reregistered or
rerecorded in such manner and in such places as may be required by any present
or future Law in order to publish notice of and perfect the lien and security
interest or estate created by this Mortgage on or in the Mortgaged Property, and
shall pay all fees and costs in connection therewith.

     


    
      
        
        

      

      
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    5.04 Amendments,
Waivers.  This Mortgage cannot be amended, modified, waived,
changed, discharged or terminated except by an instrument in writing signed by
the party against whom enforcement of such amendment, modification, waiver,
change, discharge or termination is sought.

     

    5.05 No Implied
Waiver.  No course of dealing and no delay or failure of Lender
in exercising any right, power or privilege under this Mortgage, the Note or any
other Loan Document shall affect any other or future exercise thereof or
exercise of any other right, power or privilege; nor shall any single or partial
exercise of any such right, power or privilege or any abandonment or
discontinuance of steps to enforce such a right, power or privilege preclude any
further exercise thereof or of any other right, power or privilege.

     

    5.06 Notices.  All
notices, requests, demands, directions and other communications (collectively
“notices”) under the provisions of this Mortgage shall be given in the manner
specified in Section 15.1 of the Loan Agreement.

     

    5.07 Expenses; Taxes; Attorneys’
Fees.  Borrower agrees to pay or cause to be paid and to save
Lender harmless against liability for the payment of all reasonable
out-of-pocket expenses, including fees and expenses of counsel for Lender,
incurred by Lender from time to time (a) arising in connection with the
preparation, execution, delivery and performance of this Mortgage, the Note, the
Guaranty and the other Loan Documents, (b) relating to any requested amendments,
waivers or consents to this Mortgage, the Note or any other Loan Document or (c)
arising in connection with Lender’s enforcement or preservation of rights under
this Mortgage, the Note, the Guaranty or any other Loan Documents, including
such expenses as may be incurred by Lender in the collection of the Note, the
Guaranty or the realization of security given for the Note or the
Guaranty.  Borrower agrees to pay or cause to be paid and to save
Lender harmless against liability for the payment of all fees and costs for
appraisals and reappraisals required by Lender from time to time in connection
with the Federal Financial Institutions Reform, Recovery and Enforcement Act of
1989 (as heretofore or hereafter amended), and in connection with any
foreclosure hereof.  Borrower agrees to pay all stamp, document,
transfer, recording or filing taxes or fees and similar impositions now or
hereafter reasonably determined by Lender to be payable in connection with this
Mortgage, the Note or any other Loan Documents, and Borrower agrees to save
Lender harmless from and against any and all present or future claims,
liabilities or losses with respect to or resulting from any omission to pay or
delay in paying any such taxes, fees or impositions.  Borrower agrees
to pay and to save Lender harmless against liability for the payment of all
reasonable out-of-pocket expenses incurred by Lender in connection with its
review of any repair, replacement, alteration, improvement or restoration to the
Mortgaged Property in connection with the requirements of Sections 2.02 and
2.06, including the fees and expenses of counsel for Lender and of any architect
engaged by Lender to review plans and specifications, inspect work or provide
advice with respect to determinations to be made by Lender in connection
therewith.  In the event of a determination adversely to Borrower of
any action at law or suit in equity in relation to this Mortgage, the Note or
any other Loan Document, Borrower will pay, in addition to all other sums which
Borrower may be required to pay, a reasonable sum for attorneys’ fees incurred
by Lender in connection with such action or suit.  All amounts payable
by Borrower under this Section 5.07 shall be paid within ten (10) days after
demand by Lender with interest at the Default Rate accruing after such ten (10)
day period until paid.

     

    5.08 Assignment of
Leases.  Concurrently herewith, Borrower has executed and
delivered to Lender by separate instrument an Assignment of Leases and Rents
dated as of the date hereof and to be recorded, pursuant to which Borrower has
assigned to Lender all of its right, title and interest in and to all leases of
space in the Improvements, including all rents from such leases, all as therein
more specifically set forth, which Assignment of Leases and Rents is
incorporated herein by reference as fully and with the same effect as if set
forth herein at length.

     


    
      
        
        

      

      
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    5.09 Jurisdiction:
Etc.  Borrower irrevocably (a) agrees that Lender, may bring
suit, action or other legal proceedings arising out of this Mortgage (other than
those brought for the foreclosure or other realization on the real property
security granted hereby), the Note or any other Loan Document, or the
transactions contemplated hereby or thereby, in the courts of the Commonwealth
of Massachusetts or the courts of the United States for the District of
Massachusetts; (b) consents to the jurisdiction of each such court in any such
suit, action or proceeding; (c) waives any objection which Borrower may have to
the laying of the venue of any such suit, action or proceeding in any of such
courts; and (d) waives any right it may have to a jury trial in connection with
any suit, action or proceeding arising out of this Mortgage, the Note or any
other Loan Document or the transactions contemplated hereby or
thereby.

     

    5.10 Interpretation.  Unless
the context otherwise requires, (a) the term “person” means an individual,
corporation, partnership, trust, unincorporated association, joint venture,
joint-stock company, government (including political subdivisions), governmental
authority or agency, or any other entity, (b) any reference in this Mortgage to
“Borrower,” “Lender” or any other entity shall include its successors and
assigns, (c) any reference to an Article or Section shall refer to the specified
Article or Section of this Mortgage, (d) words importing the singular number
include the plural number, and vice versa, (e) the terms “hereof’, “hereby”,
“hereto”, “hereunder” and. similar terms refer to this entire Mortgage, (f) the
term “including” shall mean “including without limitation”, and (g) any
reference to the Mortgaged Property shall refer to the Mortgaged Property or any
part thereof or any estate or interest therein.  The captions or
headings at the beginning of each Article and Section hereof are for the
convenience of the parties and are not a part of this Mortgage.

     

    5.11 Invalidity of Certain
Provisions.  If the security interest, lien or estate created
by this Mortgage is invalid or unenforceable as to any part of the Secured
Obligations, or as to any part of the Mortgaged Property, the unsecured or
partially secured portion thereof shall be completely paid prior to the payment
of the remaining and secured or partially secured portion thereof, and all
payments made thereon, whether voluntary or pursuant to foreclosure sale or
other enforcement action or procedure, shall be considered to have been first
paid on and applied to the full payment of that portion thereof which is not
secured or fully secured by this Mortgage.

     

    5.12 Severability.  If
any term or provision of this Mortgage or the application thereof to any person
or circumstance shall to any extent be invalid or unenforceable, the remainder
of this Mortgage, or the application of such term or provision to persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby, and each term and provision of this Mortgage shall be
valid and enforceable to the fullest extent permitted by law.

     

    5.13 Governing
Law.  This Mortgage has been negotiated, delivered and executed
in the Commonwealth of Massachusetts and shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts (regardless of
conflicts of law rules) to the maximum extent permitted by law.

     

    5.14 Time of Essence; Duration;
Survival.  Time is of the essence with respect to all of
Borrower’s obligations under this Mortgage and the other Loan
Documents.  All representations and warranties of Borrower contained
herein or in any other Loan Document or made in connection herewith or therewith
shall survive the making of and shall not be waived by the execution and
delivery of this Mortgage or the other Loan Documents, any investigation by
Lender or the making of any loan advance under the Loan
Agreement.  All covenants and agreements of Borrower contained herein
or in any other Loan Document shall continue in full force and effect from and
after the date hereof until payment in full of the Secured
Obligations.  Without limitation and subject to the provisions of
Section 2.13 herein, it is understood that all obligations of Borrower to make
payments to or indemnify Lender shall survive the payment in full of the
principal of and interest on the Note.

     

    5.15 Successors and
Assigns.  This Mortgage shall run with the Land and shall apply
to, inure to the benefit of and bind each of the parties hereto and their
respective successors and assigns.

     


    
      
        
        

      

      
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    5.16 Usury.
This Mortgage, the Note and the other Loan Documents are subject to the
express condition that at no time shall Borrower be obligated or required to pay
interest on the principal balance due under the Note or discounts, fees,
consideration or other charges due under or in connection with any of the other
Loan Documents at a rate which could subject the Lender to either civil or
criminal liability as a result of being in excess of the maximum rate which
Borrower is permitted by law to contract or agree to pay. If, by the terms of
any of the Loan Documents, such amounts as Borrower is obligated to pay result
in a rate in excess of such maximum rate, such resulting rate shall be deemed to
be immediately reduced ab initio to such maximum rate and all prior amounts
received in excess of such maximum rate shall be applied and shall be deemed to
have been payments in reduction of the principal balance of the
Note.

     

    5.17 JURISDICTION AND VENUE:
WAIVER OF JURY TRIAL.  BORROWER HEREBY ACKNOWLEDGES THAT THE
TRANSACTIONS EVIDENCED HEREBY ARE COMMERCIAL TRANSACTIONS.  BORROWER
HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO PERSONAL JURISDICTION IN
THE COMMONWEALTH OF MASSACHUSETTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS MORTGAGE, AND (B) WAIVES ANY AND ALL PERSONAL RIGHTS
UNDER THE LAWS OF ANY STATE (I) TO OBJECT TO JURISDICTION WITHIN SUCH STATE AND
(II) TO THE RIGHT, IF ANY, TO CLAIM OR RECOVER ANY SPECIAL EXEMPLARY, PUNITIVE
OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN ACTUAL DAMAGES. BORROWER
AGREES THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER
APPLICABLE LAW, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICE OF
PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO A PARTY AT THE ADDRESS
SET FORTH ABOVE FOR NOTICES, AND SERVICE SO MADE SHALL BE COMPLETE THREE (3)
DAYS AFTER THE SAME SHALL HAVE BEEN TENDERED FOR RECEIPT ON A BUSINESS
DAY.  THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS SHALL GOVERN THE
RIGHTS AND OBLIGATIONS OF BORROWER AND MORTGAGEE HEREUNDER OR THE SUBMISSION
HEREIN MADE BY BORROWER TO PERSONAL JURISDICTION WITHIN SUCH STATE. BORROWER
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY
JURY IN ANY JURISDICTION AND IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH,
OR ARISING OUT OF, THIS MORTGAGE, THE NOTE OR ANY CLAIM OR DISPUTE HOWSOEVER
ARISING, BETWEEN BORROWER AND MORTGAGEE. THIS WAIVER OF JURY TRIAL SHALL BE
EFFECTIVE FOR THE NOTE, THIS MORTGAGE AND EACH AND EVERY OTHER DOCUMENT EXECUTED
BY BORROWER OR MORTGAGEE IN CONNECTION THEREWITH AND DELIVERED TO MORTGAGEE OR
BORROWER, AS THE CASE MAY BE, WHETHER OR NOT SUCH DOCUMENT SHALL CONTAIN A
WAIVER OF JURY TRIAL. BORROWER AND MORTGAGEE FURTHER CONFIRMS THAT THE FOREGOING
WAIVERS ARE INFORMED AND FREELY MADE.

     

    5.18 Defined
Terms.  Certain capitalized terms used herein and not defined
herein shall have the meaning given to such terms in the Note.

     

    5.19 Statutory Condition and
Statutory Power of Sale.  This Mortgage is upon the STATUTORY
CONDITION and upon the further condition that all covenants and agreements on
the part of the Borrower herein undertaken shall be kept and fully and
seasonably performed and that no breach of any other of the conditions specified
herein shall be permitted, for any breach of which conditions the Lender shall
have the STATUTORY POWER OF SALE.

     

    


     

    


     

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    EXECUTED
AS A SEALED INSTRUMENT, in any number of counterpart copies, each of which shall
be deemed to be an original for all purposes, as of the 12th day of February,
2010.

     

    WITNESS:

    


    


     /s/ Norman C.
Spector                                                      /s/ Peter J.
Sonnabend                                                                           

    Name: 
Norman C.
Spector                                               Peter
J. Sonnabend, as Trustee of Charterhouse
of Cambridge Trust, and not individually

    


    


     /s/ Norman C.
Spector                                                      /s/ Boy A. J. van
Riel                                                                                     

    Name: 
Norman C.
Spector                                              Boy
A. J. van Riel, as Trustee of Charterhouse
of Cambridge Trust, and not individually

    


    SONESTA
OF MASSACHUSETTS, INCORPORATED

    


    


     /s/ Norman C.
Spector                                                     By:   /s/ Peter J.
Sonnabend                                                                

    Name: 
Norman C.
Spector                                                     Peter
J. Sonnabend

                        
Its Vice President Hereunto
duly authorized

    


    


     

    [Signature
Page for Mortgage and Security Agreement]

     


    
      
        
        

      

      
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    ACKNOWLEDGMENT

    


    


    
      COMMONWEALTH
OF MASSACHUSETTS         )

                           
 )

      COUNTY OF
SUFFOLK                    
)



    On this
11th day of February, 2010, before me, the undersigned notary public, personally
appeared Peter J. Sonnabend, as Trustee of Charterhouse of Cambridge Trust,
proved to me through satisfactory evidence of identification, which was MA
Drivers License, to be the person whose name is signed on the preceding or
attached document, and acknowledged to me that he signed it voluntarily for its
stated purpose.

     

    


    


     /s/ Anne E.
Bellefontaine                                                                

    Notary
Public

    My
commission expires: 1/24/2014

    


    


    


    COMMONWEALTH
OF MASSACHUSETTS         )

                         
 )

    COUNTY OF
SUFFOLK                     )

    


    On this
11th day of February, 2010, before me, the undersigned notary public, personally
appeared Boy A. J. van Riel, as Trustee of Charterhouse of Cambridge Trust,
proved to me through satisfactory evidence of identification, which was MA
Drivers License, to be the person whose name is signed on the preceding or
attached document, and acknowledged to me that he signed it voluntarily for its
stated purpose.

     

    


    


     /s/ Anne E.
Bellefontaine                                                                

    Notary
Public

    My
commission expires: 1/24/2014

    


    



    
      
        
        

      

      
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      COMMONWEALTH
OF MASSACHUSETTS         )

                           
 )

      COUNTY OF
SUFFOLK                    
)



    On this
11th day of February, 2010, before me, the undersigned notary public, personally
appeared Peter J. Sonnabend, the Vice President of Sonesta of
Massachusetts, Incorporated, proved to me through satisfactory evidence of
identification, which was MA Drivers License, to be the person whose name is
signed on the preceding or attached document, and acknowledged to me that he
signed it voluntarily for its stated purpose.

     

    


    


     /s/ Anne E.
Bellefontaine                                                                

    Notary
Public

    My
commission expires: 1/24/2014

    


    


    


    


    


    [Acknowledgment
Page for Mortgage and Security Agreement]

     

    


     


    
      
        
        

      

      
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    EXHIBIT
A

    


     

    Legal
Description

     

    


    The
following described parcels of registered and unregistered land with the
improvements located thereon, situated at Edwin H. Land Boulevard (formerly
known as Commercial Avenue) and Cambridge Parkway, in the City of Cambridge,
County of Middlesex, and Commonwealth of Massachusetts:

     

    Tract I (Fee
simple):

     

    Those
parcels of land located on Edwin H. Land Boulevard (formerly known as Commercial
Avenue) and Cambridge Parkway and more particularly described as
follows:

     

    Tract I - Parcel
I:

     

    That
certain parcel of land situated on the easterly side of Commercial Avenue,
Cambridge, Middlesex County, Massachusetts and shown as the parcel designated
"AREA = 46,987 S.F. +/" on a plan entitled "Land Acquisition Plan For City of
Cambridge Community Development Department Middlesex County, Massachusetts",
Scale: 1" = 40', dated November 19, 1980, prepared by Cullinan Engineering Co.,
Inc., Consulting Civil Engineers - Land Surveyors, recorded with the Middlesex
South District Registry of Deeds as Plan No. 1549 of 1980 in Book 14159, Page 51
(the "Land Acquisition Plan"); said parcel being more particularly described
according to said plan as follows:

     

    Beginning
at a point on the southwesterly comer of said premises on the easterly side of
Commercial Avenue at land NIP Trustees of Real Estate Investment Trust of
America; thence

     

    
      	
              N35°-011-29E

            	
              A
      distance of Two Hundred Sixty-Eight and Fifty Hundredths (268.50) feet by
      the sideline of Commercial Avenue to a point at land of NIP Brian T. Owen,
      et al, Trustees of Charterhouse of Cambridge Trust;
  thence

            
	
              S54°-31-31E

            	
              A
      distance of One Hundred Seventy-five and No Hundredths (175.00) feet by
      said land NIP Brian T. Owen, et al, Trustees of Charterhouse of Cambridge
      Trust to the westerly sideline of Cambridge Parkway;
  thence

            
	
              S35°-11-29W

            	
              A
      distance of Two Hundred Sixty-Eight and Fifty-Hundredths (268.50) feet by
      the westerly sideline of Cambridge Parkway to land N/F Trustees of Real
      Estate Investment Trust of America; thence

            
	
              N54°-48-31W

            	
              A
      distance of One Hundred Seventy-Five and No Hundredths (175.00) feet by
      land of said N/F Trustees of Real Estate Investment Trust of America to
      the point of beginning.

            


    

    


    Tract I - Parcel
II:

     

    That
certain parcel of land situated on the easterly side of Commercial Avenue,
Cambridge, Middlesex County, Massachusetts and shown as the parcel designated
"N/F Brian T. Owen, et al, Trustees of Charterhouse of Cambridge Trust" on the
Land Acquisition Plan; said parcel being more particularly described according
to said plan as follows:

     

    
      
        
        

      

      
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        Table of Contents

      

    

    Beginning
at a SB W/DH (FND) at the northeast corner of said premises; thence

     

    
      	
              Southeasterly

            	
              Along
      a curve to the right having a radius of Two Hundred and No Hundredths
      (200.00) feet and a curve length of One Hundred Twenty-Six and Seventy-Two
      Hundredths (126.72) feet by the sideline of Cambridge Parkway to a SB (NOT
      FND); thence

            
	
              S35°-11-29W

            	
              A
      distance of One Hundred Ninety-Three and Seventy-Six Hundredths (193.76)
      feet by the sideline of said Cambridge Parkway to a point;
      thence

            
	
              N54°-48-31W

            	
              A
      distance of One Hundred Seventy-five and No Hundredths (175.00) feet by
      the parcel designated "Area = 46,987 S.F.+/-" on said plan to the sideline
      of Commercial Avenue; thence

            
	
              N35°-011-29E

            	
              A
      distance of Three Hundred Twelve and Seventeen Hundredths (312.17) feet by
      the sideline of said Commercial Avenue to a SB W /DH (FND);
      thence

            
	
              S54°-48-31E

            	
              A
      distance of One Hundred Thirty-Six and Eighteen Hundredths (136.18) feet
      to a SB W/DH (FND) at the point of
beginning.

            


    

    


    For Title
to Tract I see deed of Charles River Hotel Trust, dated December 31, 1966,
recorded at Middlesex South District Registry of Deeds in Book 11665, Page 330;
and deed of the City of Cambridge, dated January 10, 1983, recorded at said
Registry in Book 14857, Page 350.

     

    Tract II
(Leasehold):

     

    The
Premises described in the following described Lease:

     

    Lease
between the Trustees of Riverside Galleria Associates Trust, Landlord, and the
Trustees of Charterhouse of Cambridge Trust; Tenant, dated as of December
30,1986, a Short Form Notice of Lease being filed as Document No. 732981 and a
Long Form Notice of Lease being recorded at Book 17768, Page 325. Said lease is
affected by the following amendments:

     

    
      	
               
      

            	
              a.

            	
              First
      Amendment to Lease dated as of June 1, 1988, recorded at Book 19185, Page
      384 and filed as Document No.
778152;

            


    

     

    
      	
               
      

            	
              b.

            	
              Notice
      of Second Amendment of Lease dated January 19, 1989, recorded at Book
      19732, Page 485 and filed as Document No.
  796200;

            


    

     

    
      	
               
      

            	
              c.

            	
              Third
      Amendment to Lease made as of January 19, 1989, recorded at Book 19732,
      Page 490 and filed as Document No.
796201;

            


    

     

    
      	
               
      

            	
              d.

            	
              Fourth
      Amendment to Lease made as of March 1, 1989, recorded at Book 19824, Page·
      266 and filed as Document No. 799184;
and

            


    

     

    
      	
               
      

            	
              e.

            	
              Fifth
      Amendment to Lease made as of May 11, 1989, recorded at Book 19824, Page
      272 and filed as Document No.
799185.

            


    

     

    The
current landlord of record in Tract II is James M. Fishman and William Harrison,
Trustees of CambridgeSide Galleria Associates Trust, u/d/t dated April 1, 1985,
recorded at Book 16089, Page 56 and filed as Document No. 678867, as amended.
See also Certificate of Title No. 173226 in Registration Book 996, Page 76 and
Certificate of Title No. 179085 in Registration Book 1025, Page
135.

     


    
      
        
        

      

      
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    EXHIBIT
B

    


     

    Schedule
1

     

    (Description of “Debtor” and
“Secured Party”)

     

    
      	
              A.  

            	
              Debtor:

            


    

     

    
      	
              1.  

            	
              Name
      and Identity or Organizational Structure: Peter J. Sonnabend and Boy A.J.
      van Riel, as Trustees of the Charterhouse of Cambridge Trust, under
      Declaration of Trust dated December 27, 1963 and recorded in the Middlesex
      (South) Registry of Deeds in Book 11160, Page 340, as amended by Amendment
      of Declaration of Trust dated July 8, 1966 and recorded in said Registry
      in Book 11160, Page 359 and Sonesta of
      Massachusetts, Incorporated, a Massachusetts
  corporation.

            


    

     

    
      	
              2.  

            	
              The
      principal place of business and chief executive office of Debtor in the
      Commonwealth of Massachusetts is located at 116 Huntington Avenue,
      Boston, Massachusetts 02116.

            


    

     

    Debtor
has been using or operating under said name and identity or organizational
structure without change since ____________________.

     

    
      	
              B.  

            	
              Secured
      Party:  RBS CITIZENS, NATIONAL
  ASSOCIATION

            


    

     

    


    ******************************************

    


    Schedule
2

     

    (Notice Mailing Addresses of
“Debtor” and “Secured Party”)

     

    


    A.           The
mailing address of Debtor is:

    


    c/o
Sonesta International Hotels Corporation

    116
Huntington Avenue

    Boston,
Massachusetts  02116

    


    B.           The
mailing address of Secured Party is:

    


    RBS
CITIZENS, NATIONAL ASSOCIATION

    28 State
Street

    Boston,
Massachusetts  02109


    
      
         


      

      
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