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Document Preview Leasehold Mortgage and Security Agreement |
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Title: |
Leasehold Mortgage and Security Agreement |
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Date: |
2001 |
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Preview shows 12KB of 145KB total |
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$68 |
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ID: |
#325989 |
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Location of Property:
Town of Marlborough
County of Middlesex
Commonwealth of Massachusetts
Dated as of January 30, 2001
LEASEHOLD MORTGAGE AND SECURITY AGREEMENT
("Mortgage")
From
WATERFORD PARK, LLC, as Mortgagor
to
SEPRACOR, INC., as Mortgagee
This instrument was prepared by and, after
recording, please return to:
Thomas Howard Brown, P.C.
Nixon Peabody LLP
101 Federal Street
Boston, MA 02110
{PAGE}
TABLE OF CONTENTS
Page
----
ARTICLE I SECURED OBLIGATIONS..................................................2
1.1 Security..............................................................2
1.2 Secured Obligations...................................................2
ARTICLE II GRANT OF MORTGAGED PROPERTIES.......................................2
2.1 Mortgaged Property....................................................2
2.2 Release of Mortgage...................................................5
ARTICLE III SECURITY AGREEMENT.................................................5
3.1 Grant of Security Interest............................................5
3.2 Covenants of Debtor...................................................6
ARTICLE IV CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF MORTGAGOR......7
4.1 Payment of Indebtedness...............................................7
4.2 Title.................................................................7
4.3 Maintenance of Existence; Due Authorization; Compliance with Laws;
Etc.................. ..............................................8
4.4 Compliance With Law and Insurance Requirements; Maintaining Permits;
Etc................ ................................................9
4.5 Taxes and other Charges; Deposits with Mortgagee.....................10
4.6 Discharge of Liens...................................................11
4.7 Contest of Impositions...............................................11
4.8 Mortgagee's Taxes....................................................12
4.9 Use of Mortgaged Property............................................12
4.10 Maintenance of Mortgaged Property..................................12
4.11 Maintenance of Personal Property...................................13
4.12 Alterations........................................................13
4.13 Waste..............................................................14
4.14 Insurance..........................................................14
4.15 Damage or Destruction..............................................17
4.16 Condemnation; Knowledge of Proceedings.............................19
4.17 General Right of Entry.............................................21
4.18 Separate Tax Lots..................................................21
4.19 Books of Account; Financial Statements.............................21
4.20 Limitations on Transfer............................................23
4.21 Recording, Filing and Perfection of Security Interests; Fees.......23
{PAGE}
4.22 Further Acts and Assurances........................................24
ARTICLE V EVENTS OF DEFAULT...................................................24
5.1 Events of Default....................................................24
ARTICLE VI REMEDIES AND RELATED MATTERS.......................................24
6.1 Remedies.............................................................24
6.2 Foreclosure and Sale; Application of Proceeds; Waiver of Right of
Redemption; Etc....................................................26
6.3 No Conditions Precedent to Exercise of Remedies......................30
6.4 No Merger............................................................30
6.5 Remedies Cumulative..................................................30
6.6 Mortgagee's Performance of Mortgagor's Obligations...................31
ARTICLE VII MISCELLANEOUS.....................................................31
7.1 Enforceability.......................................................31
7.2 Maximum Rate of Interest.............................................31
7.3 Notices..............................................................33
7.4 No Release...........................................................34
7.5 Attorneys' Fees and Costs of Mortgagee...............................34
7.6 Brokerage............................................................34
7.7 Indemnification......................................................34
7.8 Environmental Matters................................................36
7.9 Limitations on Recourse..............................................36
7.10 Estoppel Certificates..............................................36
7.11 Effect of Extensions and Amendments................................37
7.12 No Joint Venture...................................................37
7.13 Funds Held in Accounts.............................................37
7.14 Expenses of Mortgagee..............................................37
7.15 Governing Law......................................................37
7.16 Captions and Pronouns..............................................37
7.17 Amendments, Waivers, Etc...........................................38
7.19 Entire Agreement; Controlling Provisions...........................38
7.20 Covenants Running With the Land; Successors and Assigns............38
7.21 Statutory Condition................................................38
7.21 Forbearance; Subordination.........................................38
EXHIBIT A: LAND DESCRIPTION.................................................1
{PAGE}
This LEASEHOLD MORTGAGE AND SECURITY AGREEMENT (hereinafter called the
"Mortgage") is made as of the 30th day of January, 2001, by WATERFORD PARK, LLC,
a Massachusetts limited liability company ("Mortgagor"), having a principal
place of business c/o Waterford Development Corp., 175 Highland Avenue, Needham,
Massachusetts 02494, as Mortgagor, to SEPRACOR, INC., a Delaware corporation
having an address at 111 Locke Drive, Marlborough, Massachusetts 01752, and any
subsequent holder of the Secured Obligations hereinafter set forth (all of whom
shall be included within the term "Mortgagee" as used herein), as Mortgagee,
Assignee, and Secured Party, as more fully hereinafter set forth.
W I T N E S S E T H:
WHEREAS, Mortgagee has loaned (the "Loan") to Mortgagor the aggregate
principal amount of TWENTY MILLION EIGHT HUNDRED SIXTY THOUSAND and 00/100
Dollars ($20,860,000.00), evidenced by a note, dated January 30, 2001, in such
amount (the "Note"); and
WHEREAS, Mortgagor alone, or Mortgagor and/or certain other parties, as
the case may be, have executed and delivered to Mortgagee simultaneously with
the execution and delivery of the Note, a Loan Agreement (First Lien) dated as
of January 30, 2001 (the "Loan Agreement"), an Environmental Indemnification
Agreement dated as of January 30, 2001 (the "Indemnity Agreement"), a Joint and
Several Limited Guaranty Agreement dated as of January 30, 2001 (the
"Guaranty"), an Assignment of Leases and Rents dated as of January 30, 2001 (the
"Assignment of Leases") and Collateral Assignment of Contracts, Licenses,
Permits, Agreements, Warranties and Approvals dated as of January 30, 2001 (the
"Assignment of Contracts");
WHEREAS, simultaneously with the execution and delivery of the Note, the
Loan Agreement, the Indemnity Agreement, the Guaranty, the Assignment of Leases
and the Assignment of Contracts, Mortgagor has entered into this Mortgage with
Mortgagee to secure, among other things, the payment of the Note, the
obligations and payments of Mortgagor under the Loan Agreement, the Indemnity
Agreement, Assignment of Leases and the Assignment of Contracts, and all of the
advances made and which may be made under the Mortgage covering all of the
interests of Mortgagor in and to the Mortgaged Property (as hereinafter
defined);
NOW, THEREFORE, the parties hereto agree as follows:
{PAGE}
ARTICLE I
SECURED OBLIGATIONS
1.1 Security. This Mortgage is executed and delivered by Mortgagor to
secure the payment and performance of certain indebtedness, liabilities and
obligations owing and to become owing to or in favor of Mortgagee, as follows:
1.1.1 The outstanding principal balance of the Note, payable to the
order of Mortgagee in the aggregate original principal amount of TWENTY MILLION
EIGHT HUNDRED SIXTY THOUSAND and 00/100 Dollars ($20,860,000.00), together with
all interest accruing thereon, being payable in the amounts, at the interest
rates and on the dates stipulated therein and in the Loan Agreement, said Note
being dated January 30, 2001;
1.1.2 Any and all other amounts, liabilities, and obligations for
which or for the performance of which Mortgagor may become indebted or obligated
under the terms of this Mortgage, the Note, the Loan Agreement, the Indemnity
Agreement, the Assignment of Leases, the Assignment of Contracts and any other
documents, instruments, recordings or filings that may hereafter be entered into
by and between Mortgagor and Mortgagee or may be executed and delivered by
Mortgagor on behalf of Mortgagee in connection with the Loan (this Mortgage, the
Note, the Loan Agreement, the Indemnity Agreement, the Assignment of Leases, the
Assignment of Contracts and all such documents, instruments, recordings and
filings are herein collectively referred to as the "Loan Documents", but the
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