BE AMENDED BECAUSE OF THE IDENTITY AND OWNERSHIP STRUCTURE
OF THE NEW BORROWER UNDER THE NORWELL LOAN DOCUMENTS AND (BB) TERMS AND
CONDITIONS, REASONABLY ACCEPTABLE TO THE PURCHASER, PERMITTING THE PURCHASER,
WITHOUT HANCOCK'S CONSENT (BUT SUBJECT TO SUCH CONDITIONS AS HANCOCK MAY
REASONABLY REQUIRE), TO PERFORM A LIQUIDITY EVENT).
WITHOUT LIMITING THE
FOREGOING, THE NORWELL LOAN ASSIGNMENT AND ASSUMPTION DOCUMENTS SHALL INCLUDE
(I) A FULL RELEASE OF TEDESCHI-NORWELL OF ALL OBLIGATIONS UNDER THE NORWELL LOAN
DOCUMENTS ARISING FROM AND AFTER THE CLOSING DATE AND A FULL RELEASE OF TCT FROM
ALL LIABILITY UNDER THE NORWELL LOAN GUARANTY AND THE NORWELL INDEMNITY ARISING
FROM AND AFTER THE CLOSING DATE, AND (II) CUSTOMARY ESTOPPEL PROVISIONS FROM
HANCOCK (IN THE STANDARD FORM GENERALLY USED BY HANCOCK) REGARDING (X) THE
OUTSTANDING PRINCIPAL BALANCE OF THE NORWELL LOAN, ACCRUED INTEREST THEREUNDER
AND ANY OUTSTANDING AMOUNTS DUE AND PAYABLE THEREUNDER AND (Y) THE NORWELL LOAN
DOCUMENTS AND THE STATUS OF ANY DEFAULTS, CLAIMS OR WAIVERS THEREUNDER, IT BEING
ACKNOWLEDGED AND AGREED THAT ANY SUCH ESTOPPEL PROVISIONS MAY BE LIMITED TO
HANCOCK'S KNOWLEDGE (WITHOUT INVESTIGATION).
THE PURCHASER AGREES TO REASONABLY
COOPERATE WITH TEDESCHI-NORWELL IN CONNECTION WITH TEDESCHI-NORWELL'S EFFORTS TO
OBTAIN THE NORWELL CONSENTS, WHICH COOPERATION SHALL INCLUDE, WITHOUT
LIMITATION, PROVIDING ANY FINANCIAL INFORMATION REASONABLY REQUESTED PERTAINING
TO THE PURCHASER (OR ITS AFFILIATES).
IN THE EVENT THAT THE PURCHASER ASSUMES
TEDESCHI-NORWELL'S OBLIGATIONS UNDER THE NORWELL LOAN DOCUMENTS, THE PURCHASER
SHALL BE ENTITLED TO A CREDIT TOWARD THE PURCHASE PRICE IN THE AMOUNT OF THE
PRINCIPAL INDEBTEDNESS OUTSTANDING UNDER THE NORWELL LOAN DOCUMENTS ASSUMED BY
THE PURCHASER AS OF THE DATE OF SUCH ASSUMPTION.
IN THE EVENT THAT, SUBJECT TO
THE RIGHT OF EXTENSION SET FORTH IN SECTION 10.2, THE SELLERS ARE UNABLE TO
OBTAIN THE NORWELL CONSENTS ON OR PRIOR TO THE CLOSING DATE, THE PURCHASER AND
THE SELLERS SHALL REMAIN OBLIGATED TO PERFORM THEIR OTHER OBLIGATIONS HEREUNDER
(SUBJECT TO THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT) AND THE PURCHASER
SHALL BE ENTITLED TO A CREDIT TOWARD THE PURCHASE PRICE IN AN AMOUNT EQUAL TO
THE ALLOCATED VALUE FOR THE NORWELL PROPERTY.
(E)
ORLEANS PROPERTY.
ON OR BEFORE JUNE 25, 2007, SKAKET ASSOCIATES
TRUST AND THE PURCHASER SHALL ENTER INTO AN AGREEMENT, IN THE FORM ATTACHED
HERETO AS EXHIBIT Q (THE "ORLEANS GROUNDWATER DISCHARGE PERMIT ASSIGNMENT"),
PROVIDING FOR, EFFECTIVE AS OF THE CONSUMMATION OF THE CLOSING IN ACCORDANCE
WITH THE TERMS HEREOF, THE TRANSFER OF THE ORLEANS GROUNDWATER DISCHARGE PERMIT
TO THE PURCHASER AND THE ASSUMPTION BY THE PURCHASER OF ALL OF THE OBLIGATIONS
THEREUNDER ARISING FROM AND AFTER THE CLOSING DATE.
WITHIN ONE (1) BUSINESS DAY
AFTER THE EXECUTION AND DELIVERY OF THE ORLEANS GROUNDWATER DISCHARGE PERMIT
ASSIGNMENT, THE SELLERS SHALL SEND WRITTEN NOTICE TO THE MASSACHUSETTS DEP OF
THE PROPOSED TRANSFER OF THE ORLEANS PROPERTY TO THE PURCHASER PURSUANT TO THIS
AGREEMENT, ALONG WITH AN ORIGINAL ORLEANS GROUNDWATER DISCHARGE PERMIT
ASSIGNMENT.
TO THE EXTENT THAT, PRIOR TO THE CLOSING DATE, SKAKET ASSOCIATES
TRUST IS REQUIRED BY THE MASSACHUSETTS DEP TO PROVIDE ANY OF THE FINANCIAL