q22010.htm

11.00 NEGATIVE COVENANTS OF THE BORROWER

The Borrower covenants and agrees that, so long as the Construction Loan is outstanding or the Lender has any obligation to make any Advances:

11.01 RESTRICTION ON CHANGE ORDERS

The Borrower will not cause, permit or suffer to exist any deviations from the Plans and Specifications, which will result in a decrease in the Project Costs of Fifty Thousand and 00/100 Dollars ($50,000.00) or an increase in the Project Costs of Fifty Thousand and 00/100 Dollars ($50,000.00) and will not approve or consent to any change order or construction change directive except where the same is being paid for by the Borrower and has in fact been fully paid by the Borrower simultaneous with the request for a change order or construction change directive without the prior approval which will not be unreasonably withheld or delayed, of the Lender.

11.02 RESTRICTIONS ON EASEMENTS, COVENANTS AND RESTRICTIONS

The Borrower will not create or suffer to be created or to exist any easement, right of way, restriction, covenant, condition, license or other right in favor of any Person which affects or might affect title to the Project or the use and occupancy of the Project or any part thereof without (i) submit ting to the Lender and the proposed instrument creating such easement, right of way, covenant, condition, license or other right, accompanied by a survey showing the exact proposed location thereof and such other information as the Lender may reasonably request, and (ii) obtaining the prior approval of the Lender.

11.03 NO AMENDMENTS, TERMINATIONS OR WAIVERS

(a) The Borrower will not amend, supplement or otherwise modify, whether by change order or otherwise, any of the terms and conditions of the Architect's Contract or the Construction Contract without in each case the prior approval of the Lender, and in the case of the Construction Contract, without the prior approval of the Lender.

(b) The Borrower will not, directly or indirectly, terminate or cancel, or cause or permit to exist any condition which would result in the termination or cancellation of, or which would relieve the performance of any obligations of any other party under, the Architect's Contract or the Construction Contract.

(c) The Borrower will not, directly or indirectly, waive or agree or consent to the waiver of, the performance of any obligations or any other party under the Architect's Contract of the Construction Contract.

11.04 RESTRICTIONS ON INDEBTEDNESS

Excluding a mortgage, junior to the Lender’s mortgage, when it does not agree to Fund the Expansion (the “Expansion Mortgage” the Borrower will not create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than:

(a) Indebtedness to the Lender arising under any of the Loan Documents;

(b) current liabilities of the Borrower incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services;

(c) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefore shall not at the time be required to be made in accordance with the provisions of Section 10.10 (provided, however, that with respect to any Indebtedness to the Contractor, the Contractor shall have entered into a subordination agreement (the "Contractor's Subordination Agreement"), in form and substance satisfactory to the Lender, subordinating the Borrower's obligation to pay Retainage to the full payment and performance of the Obligations);

(d) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;

(e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; and

(f) unsecured Indebtedness of the Borrower owing to any member of the Borrower (including the Required Equity Funds), that is expressly subordinated and made junior to the payment and performance in full of the Obligations and evidenced as such by a written instrument containing subordination provisions in form and substance approved by the Lender.

11.05 RESTRICTIONS ON LIENS, ETC.

Excluding the Expansion Mortgage, the Borrower will not (a) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over

its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; provided that the Borrower may create or incur or suffer to be created or incurred or to exist, the following Permitted Liens:

(i) liens to secure taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue;

(ii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations;

(iii) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties other than the Project in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;

(iv) encumbrances on properties other than the Project consisting of easements, rights of way, covenants, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower is a party, and other minor liens or encumbrances on properties other than the Project none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower;

(v) liens in favor of the Lender under the Loan Documents; and

(vi) other liens on the Project consisting of easements, rights of way, covenants and restrictions if and to the extent the same have been approved by the Lender.

11.06 RESTRICTIONS ON INVESTMENTS

The Borrower will not make or permit to exist or to remain outstanding any Investment except Investments in:

(a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower;

(b) demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $1,000,000,000; and

(c) securities commonly known as "commercial paper" issued by a corporation organized and existing under the laws of the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than "P 1" if rated by Moody's Investors Services, Inc., and not less than "A 1" if rated by Standard and Poor's.

11.07 MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS

(a) The Borrower will not become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices).

(b) The Borrower will not become a party to or agree to or effect any disposition of the Project or any part thereof, unless such agreement provides for the payment, in full, of all of Borrower's Obligations.

(c) The Borrower will not become a party to or agree to effect any disposition of assets, other than the disposition of assets not included in the Project in the ordinary course of business, consistent with the past practices.

11.08 SALE AND LEASEBACK

The Borrower will not enter into any arrangement, directly or indirectly, whereby the Borrower shall sell or transfer any property owned by it in order then or thereafter to lease such property or lease other property that the Borrower intends to use for substantially the same purpose as the property being sold or transferred.

11.09 COMPLIANCE WITH ENVIRONMENTAL LAWS

Except as set forth on Exhibit “M”, the Borrower will not do any of the following: (a) use any of the Real Estate or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Materials, (b) cause or permit to be located on any of the Real Estate any underground tank or other underground storage receptacle for Hazardous Materials except in full compliance with Environmental laws, (c) generate any Hazardous Materials on any of the Real Estate except in full compliance with Environmental Laws, or (d) conduct any activity at any Real Estate or use any Real Estate in any manner so as to cause a Release.

11.10 DISTRIBUTIONS

The Borrower will not make any Distributions during the tenure of its Construction Loan; provided, however, that during the tenure of the Construction Loan, the Borrower may make distributions provided that (i) no Event of Default has occurred and (ii) the Borrower has complied with all terms, covenants and conditions of this Agreement, including, without limitation, the covenants set forth in Section 17.01 hereof.

11.11 NO GUARANTEES

Borrower will not assume, guaranty, endorse or otherwise become directly or contingently liable, or permit any of its subsidiaries to assume, guaranty, endorse, or otherwise become directly or contingently liable (including, without limitation, liable by way of agreement, contingent or otherwise, to purchase, to provide funds for payment, to supply funds to or otherwise invest in any debtor or otherwise to assure any creditor against loss) in connection with any Debt of any other Person.

11.12 CORPORATE LOANS

Subject to Section 11.04, the Borrower agrees that it shall neither make any loans, nor investments in other corporations, business entities or to any other Persons, until all Obligations are fully paid.

11.13 ADVERSE TRANSACTIONS

The Borrower shall not enter into any transaction which adversely affects the Collateral or its ability to repay the Obligations in full as and when due.

11.14 PREPAYMENT

The Borrower shall not prepay any Debt other than the Obligations, except in the ordinary course of business and to the extent that it does not have a material adverse effect on the financial condition of the Borrower.

11.15 AFFILIATE TRANSACTIONS

Excluding distributions to the sole member where no Event of Default has occurred or will occur after giving effect to the distribution, the Borrower shall not, sell, transfer, distribute or pay any money or property to any Affiliate or invest in (by capital contribution or otherwise) or purchase or repurchase any stock or debt, or any property, of any Affiliate, or become liable on any guaranty of the indebtedness, dividends or other obligation of any Affiliate.

12.00 CONDITIONS TO INITIAL ADVANCE

The obligation of the Lender to make the initial Advance shall be subject to the satisfaction of the following conditions precedent:

12.01 LOAN DOCUMENTS

Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to the Lender. The Lender shall have received a fully executed copy of each such document.

12.02 CONSTRUCTION DOCUMENTS

Each of the Architect's Contract and Construction Contract shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect, and shall be in form and substance satisfactory to the Lender. The Lender shall have received a certified or a fully executed copy of each such document. The Borrower's Architect and the Contractor shall have duly executed and delivered to the Lender a consent to the assignment of the Architect's Contract and the Construction Contract, in form and substance satisfactory to the Lender, and the Lender shall have received a fully executed copy thereof.

12.03 SUBCONTRACTS

The Borrower shall have delivered to the Lender, and the Lender shall have approved, a list of all subcontractors and materialmen who have been or, to the extent identified by the Borrower, will be supplying labor or materials for the Project, a copy of the standard form of subcontract to be used by the Contractor, and correct and complete photocopies of all executed subcontracts and contracts.

12.04 OTHER CONTRACTS

The Borrower shall have delivered to the Lender correct and complete photocopies of all other executed contracts with contractors, engineers or consultants for the Project, the Project Budget, and of all development, management, brokerage, sales or leasing agreements for the Project.

12.05 EQUITY INFUSION

Borrower shall have contributed its equity into the Project and the amount of the loan, less the Interest Reserve is sufficient to fully build out the Project in accordance with the Budget.

12.06 CERTIFIED COPIES OF ORGANIZATION DOCUMENTS

The Lender shall have received from the Borrower, a copy, certified as of a recent date by the appropriate officer of the State in which the Borrower is organized, to be true and complete, of its operating agreement and any other of its organization documents as in effect on such date of certification.

12.07 RESOLUTIONS

All action necessary for the valid execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Lender shall have been provided to the Lender. The Lender shall have received from the Borrower, true copies of the resolutions adopted by its members authorizing the transactions described herein, each certified as of a recent date to be true and complete.

12.08 INCUMBENCIES CERTIFICATE; AUTHORIZED SIGNERS

The Lender shall have received from the Borrower and each of its members, an incumbency certificate, dated as of the Closing Date, signed by a duly authorized members of the Borrower and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of the Borrower, each of the Loan Documents to which such Person is or is to become a party; (b) in the case of the Borrower, to make Draw Requests; and (c) to give notices and to take other action on its behalf under the Loan Documents.

12.09 VALIDITY OF LIENS

The Security Documents shall be effective to create in favor of the Lender a legal, valid and enforceable first lien and security interest in the Collateral and first mortgage on the Project. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Lender to protect and preserve such lien and security interest shall have been duly effected. The Lender shall have received evidence thereof in form and substance satisfactory to the Lender.

12.10 DELIVERY OF DOCUMENTS

The following items or documents shall have been delivered to the Lender by the Borrower and shall be in form and substance satisfactory to the Lender:

(a) Plans and Specifications. Two complete sets of the Plans and Specifications and approval thereof by any necessary Governmental Authority, with a certification from the Borrower's Architect that the Improvements to be constructed comply with all Requirements and Project Approvals.

(b) Title Policy. The Title Policy, together with proof of payment of all fees and premiums for such policy and true and accurate copies of all documents listed as exceptions under such policy.

(c) Other Insurance. Duplicate originals or certified copies of all policies of insurance required by the Mortgage to be obtained and maintained by the Borrower during the construction of the Improvement; provided, however, at the Closing, Binders of insurance policies and/or Certificates of Insurance will be provided. Photocopies will be delivered within fifteen (15) days following the Closing, and certificates of insurance evidencing the insurance required by Sections 10.09(b) and (c) to be obtained and maintained by the Contractor and the Borrower's Architect.

(d) Evidence of Sufficiency of Funds. Evidence that the proceeds of the Construction Loan, together with the Required Equity Funds delivered to the Lender on the Closing Date, will be sufficient to cover all Project Costs reasonably anticipated to be incurred to complete the Improvements prior to the Completion Date, to carry the Project through the Maturity Date and to satisfy the obligations of the Borrower to the Lender under this Agreement.

(e) Evidence of Access, Availability of Utilities, Project Approvals. Evidence as to:

(i) the methods of access to and egress from the Project, and nearby or adjoining public ways, meeting the reasonable requirements of the Project and the status of completion of any required improvements to such access;

(ii) the availability of water supply and storm and sanitary sewer facilities meeting the reasonable requirements of the Project;

(iii) the availability of all other required utilities, in location and capacity sufficient to meet the reasonable needs of the Project; and

(iv) the obtaining of all Project Approvals which are required, necessary or desirable for the construction of the Improvements and the access thereto, together with copies of all such Project Approvals.

(f) Environmental Report. An environmental site assessment report or reports of one or more qualified environmental engineering or similar inspection firms approved by the Lender, which report or reports shall indicate a condition of the Land and any existing improvements thereon in all respects satisfactory to the Lender in its sole discretion and upon which report or reports the Lender is expressly entitled to rely.

(g) Soils Report. A soils report for the Land prepared by a soils engineer approved by the Lender, which report shall indicate that, based upon actual surface and subsurface examinations of the Land, the soils conditions are fully satisfactory for the proposed construction and operation of the Improvements in accordance with the Plans and Specifications.

(h) Surveys and Taxes. A Survey of the Land (and any existing improvements thereon) and Surveyor's Certificate, and evidence of payment of all real estate taxes and municipal charges on the Land (and any existing improvements thereon) which were due and payable prior to the Closing Date.

(i) Draw Request. A Draw Request complying with the provisions of Section 3.01 hereof.

12.11 [RESERVED]

12.12 CONSTRUCTION INSPECTOR REPORT

The Lender shall have received a report or written confirmation from the Construction Inspector that (a) the Construction Inspector has reviewed the Plans and Specifications, (b) the Plans and Specifications have been received and approved by each Governmental Authority to which the Plans and Specifications are required under applicable Requirements to be submitted, (c) the Construction Contract satisfactorily provides for the construction of the Improvements, and (d) in the opinion of the Construction Inspector, construction of the Improvements can be completed on or before the Completion Date for an amount not greater than the amount allocated for such purpose in the Project Budget.

12.13 LEGAL OPINIONS

The Lender shall have received favorable opinions in form and substance satisfactory to the Lender and the Lender's counsel, addressed to the Lender and dated as of the Closing Date, from Borrower’s legal counsel, opining to those matters described on Exhibit “R”.

12.14 LIEN SEARCH

The Lender shall have received a certification from Title Insurance Company or counsel satisfactory to the Lender (which shall be updated from time to time at the Borrower's expense upon request by the Lender) that a search of the public records disclosed no conditional sales contracts, security agreements, chattel mortgages, leases of personalty, financing statements or title retention agreements which affect the Collateral.

12.15 NOTICES

All notices required by any Governmental Authority under applicable requirements to be filed prior to commencement of construction of the Improvements shall have been filed.

12.16 APPRAISAL

The Lender shall have received an Appraisal, in form and substance satisfactory to the Lender, stating that the Project, assuming completion in accordance with the Plans and Specifications, has a fair market value of at least Seventeen Million One Hundred Forty Two Thousand Eight Hundred Fifty Seven and 00/100 Dollars ($17,142,857.00).

12.17 PERFORMANCE; NO DEFAULT

The Borrower shall have performed and complied with all terms and conditions herein required to be performed or complied with by it on or prior to the Drawdown Date of the initial Advance, and on the Drawdown Date of the initial Advance, there shall exist no Default or Event of Default.

12.18 REPRESENTATIONS AND WARRANTIES

The representations of warranties of the Borrower and the Guarantor in the Loan Documents or otherwise made by or on behalf of the Borrower or the Guarantor in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall be true and correct in all material respects on the Drawdown Date of the initial Advance.

12.19 PROCEEDINGS AND DOCUMENTS; COSTS

All proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be satisfactory to the Lender and the Lender's counsel in form and substance, and the Lender shall have received all information and such counterpart originals or certified copies of such documents and such other certificates, opinions or documents as the Lender and the Lender's counsel may reasonably require. The Borrower shall reimburse Lender on demand for all reasonable costs and expenses incurred by Lender in connection with the Construction Loan, including, without limitation, legal, engineering, inspection and appraisal fees.

12.20 LEASES/SUBORDINATION AGREEMENTS AND ESTOPPELS

Certified copies of all Leases, together with a Subordination, Nondisturbance and Attornment Agreements executed by the Primary Tenant located at the Mortgaged Premises as are required by the title company in order to confirm that no Lease has priority over the Mortgage all as more fully described in Exhibit S.”

12.21 LICENSES, PERMITS AND APPROVALS

A copy of the final unconditional Certificate of Occupancy (“CO”) issued with respect to the Mortgaged Premises if (a CO has been issued and is reasonably available from the City authorities), together with such other applicable licenses, permits and approvals as Lender or any governmental authority may require.

13.00 CONDITIONS OF SUBSEQUENT ADVANCES

The obligation of the Lender to make any Advance after the initial Advance shall be subject to the satisfaction of the following conditions precedent:

13.01 PRIOR CONDITIONS SATISFIED

All conditions precedent to the initial Advance and any prior Advance shall continue to be satisfied as of the Drawdown Date of such subsequent Advance.

13.02 PERFORMANCE; NO DEFAULT

The Borrower shall have performed and complied with all terms and conditions herein required to be performed or complied with by it on or prior to the Drawdown Date of such Advance, and on the Drawdown Date of such Advance there shall exist no Default or Event of Default.

13.03 REPRESENTATIONS AND WARRANTIES

Each of the representations and warranties made by the Borrower in the Loan Documents or otherwise made by or on behalf of the Borrower and/or Guarantor in connection therewith after the date thereof shall have been true and correct in all respects on the date on when made and shall also be true and correct in all material respects on the Drawdown Date of such Advance (except to the extent of changes resulting from transactions contemplated or permitted by the Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not adverse).

13.04 NO DAMAGE

The Improvements shall not have been injured or damaged by fire, explosion, accident, flood or other casualty.

13.05 RECEIPT OF LENDER

The Lender shall have received:

(a) Draw Request. A Draw Request complying with the requirements hereof, including those set forth in Section 3.01 hereof;

(b) Endorsement to Title Policy. A "date down" endorsement to the Title Policy indicating no change in the state of title and containing no survey exceptions not approved by the Lender, which endorsement shall, expressly or by virtue of a proper "pending disbursements" clause of endorsement in the Title Policy, increase the coverage of the Title Policy to the aggregate amount of all proceeds of the Construction Loan advanced on or before the effective date of such endorsement, and prior to the final advance, an endorsement which confirms that the Project is located as set forth in the “as built” survey.

(c) Current Survey. An updated Survey if required by the Title Insurance Company or the Lender and prior to the last advance, an “as built” survey;

(d) Approval by Construction Inspector. Approval of the Draw Request for such Advance by the Construction Inspector, accompanied by a certificate or report from the Construction Inspector to the effect that in its opinion, based on on-site observations and submissions by the Contractor, the construction of the Improvements to the date thereof was performed in a good and workmanlike manner and in accordance with the Plans and Specifications, stating the estimated total cost of construction of the Improvements, stating the percentage of in-place construction of the Improvements, and stating that the remaining non-disbursed portion of the Construction Loan and Required Equity Funds allocated for such purpose in the Project Budget is adequate to complete the construction of the Improvements;

(e) Approval by Lender. At the option of the Lender, inspection of work in place;

(f) Contracts. Evidence that one hundred percent (100%) of the cost of the remaining construction work is covered by firm fixed price or guaranteed maximum price contracts or subcontracts, or orders for the supplying of materials, with contractors, subcontractors, materialmen or suppliers satisfactory to the Lender; and

(g) Change Orders. Documentation to the effect that the Borrower has paid for the cost of any change orders relating to the Project.

14.00 SECURITY INTEREST

Borrower, for valuable consideration received, hereby pledges, assigns, transfers and grants to Lender a continuing lien and security interest in all tangible and intangible personal property of Borrower (whether now existing or hereafter acquired or arising, and wherever located) upon, concerning or in any way relating to, or unrelated to, the Mortgaged Premises, including, without limitation, (i) all fixtures, machinery, equipment, furniture, inventory, building supplies, appliances and other personal property, including, but not limited to, furnaces, ranges, heaters, plumbing goods, gas and electric fixtures, screens, screen doors, mantels, shades, storm doors and windows,

awnings, oil burners and tanks, gas or electric refrigerators and refrigerating systems, ventilating and air conditioning apparatus and equipment, doorbell and alarm systems, sprinkler and fire extinguishing systems, portable or sectional buildings, and all other fixtures and equipment of whatever kind or nature now or hereafter located in or on the Mortgaged Premises, or used or intended to be used in connection with the use, operation, construction or enjoyment of the Mortgaged Premises, all of which shall be deemed fixtures and a part of the Mortgaged Premises as between the parties hereto and all persons claiming by, through or under them, (ii) all leases, contracts or agreements relating to the lease, rental, hire or use by Borrower of any of the aforementioned personal property, (iii) all leases, tenancies, occupancies and licens e arrangements heretofore or hereafter entered into affecting the use, enjoyment or occupancy of or the conduct of any activity upon or in to the Mortgaged Premises or any portion thereof, and all guaranties and security relating thereto (individually, a “Lease” and collectively, the “Leases”), (iv) all rents, issues, profits and other benefits from the Mortgaged Premises, any of the personal property described herein, and any of the leases, tenancies, occupancies, license arrangements and rental agreements relating thereto, (v) all contracts, agreements, accounts, chattel paper, general intangibles, licenses, rights, permits and approvals, privileges, warranties and representations relating to the ownership, use, operation, management, construction, repair or service of any of the Mortgaged Premises or personal property described herein, (vi) any and all agreements to sell the Mortgaged Premises or any portion thereof, (vii) all funds held by Lender as tax or in surance escrow payments or for other purposes, (viii) all insurance policies and all proceeds or unearned insurance premiums relating thereto, (ix) all claims, awards, damages or proceeds resulting from any condemnation or other taking of, or for any damage to, any of the Mortgaged Premises or personal property described herein, (x) all claims to rebates, refunds or abatements of any property taxes relating to any of the Mortgaged Premises or personal property described herein, (xi) all construction contracts, subcontracts, architectural agreements, labor, material and payment bonds, guaranties and warranties, and plans and specifications relating to the construction of improvements upon the Mortgaged Premises, (xii) all proceeds, products, substitutions and accessions to any of the foregoing, together with, and whether or not related to the Mortgaged Premises, and all machinery, equipment, goods, inventory, accounts, including health care insurance receivables, chattel paper, general intangibles, including payment intangibles and amounts owed by other than customers, regardless of whether or not they constitute proceeds of other collateral; all chose-in-action, cash, cash deposits, deposit accounts, investment property, including without limitation, securities, stocks, bonds, warrants, options, documents, documents of title, instruments, including promissory notes, deposits, debts, refunds, letter of credit rights, supporting obligations, policies and certificates of insurance, obligations and liabilities in whatever form owing from any person, corporation, or other legal entity; all books, records, evidences of title, goodwill and all papers relating to the operation of the Borrower's business; all federal, state, and local tax refunds and/or abatements and any loss carryback tax refunds; all patents, patents rights, trade secrets, know-how, trademarks, trade names, logos, registrations, customer lists, computer programs, and assignments of patents all intellectual property as defined in 11 USC 101 (53) to the extent that such intellectual property is assignable; all fixtures, real estate leases, any and all equipment leases, rentals and other sums payable thereunder, other chattel paper, purchase option payments, lessor's interest in leased equipment and insurance proceeds; any licenses or interests in real estate; all liens, guarantees, securities, rights, remedies and privileges pertaining to all of the foregoing, all property allocable to unshipped orders and all merchandise returned by or reclaimed by or repossessed from customers, all rights of stoppage in transit, replevin, repossession and reclamation and all other rights of an unpaid vendor or lienor; and all interest of the Borrower in goods or merchandise as to which an account receivable for goods sold or delivered has arisen;

And all of the above, wherever located, whether now owned or now due or hereafter arising or acquired or coming due and including the products and proceeds thereof (if any) and all accessions and additions thereto and all replacements and substitutions therefore, cash and stock dividends (if applicable), and all proceeds of credit, fire, casualty, or other insurance upon said property, or any of the above which are acquired with any cash proceeds or other collateral. The term "proceeds" shall include, without limitation, all types or classifications of non-cash proceeds acquired with cash proceeds (all of the foregoing shall collectively be referred to as the “Collateral”).

14.01 The security interest granted hereby is to secure payment and performance of all Obligations from Borrower to Lender, together with all interest, fees, charges and expenses including the reasonable expenses of the Lender's counsel in the maintaining, foreclosing and selling of any of the Collateral.

14.02 IT IS THE TRUE, CLEAR, AND EXPRESS INTENTION OF THE Borrower that the continuing grant of this security interest remain as security for payment and performance of all Obligations, whether now existing, or which may hereinafter be incurred by future advances, or otherwise; and whether, or not, such obligation

is related to the transaction described in this Agreement, by class, or kind, or whether or not contemplated by the parties at the time of the granting of this security interest. The notice of the continuing grant of this security interest therefore shall not be required to be stated on the face of any document representing any such obligation, nor otherwise identified it as being secured hereby.

15.00 EVENTS OF DEFAULT AND REMEDIES

15.01 EVENTS OF DEFAULT

The occurrence of any one or more of the following conditions or events shall constitute an "Event of Default":

(a) any failure by the Borrower to pay when due and payable any interest on or principal of or other sum payable under the Construction Note; or

(b) any failure by the Borrower following five (5) days notice from Lender to Borrower to deposit with the Lender any funds required by Section 10.16 hereof to be deposited with the Lender, at the time and otherwise in accordance with Section 10.16; or

(c) any failure by the Borrower following five (5) days notice from Lender to Borrower to pay as and when due and payable any other sums to be paid by the Borrower to the Lender under this Agreement or any of the Loan Documents; or

(d) title to the Collateral is or becomes unsatisfactory to the Lender by reason of any lien, charge, encumbrance, title condition or exception (including without limitation, any mechanic's, materialmen's or similar statutory or common law lien or notice thereof), and such matter causing title to be or become unsatisfactory is not cured or removed (including by bonding) within thirty (30) days after notice thereof from the Lender to the Borrower; or

(e) any refusal by the Title Insurance Company to insure any Advance as being secured by the Mortgage as a valid first lien and security interest on the Project and continuance of such refusal for a period of thirty (30) days after notice thereof by the Lender to the Borrower; or

(f) the Improvements are not completed by the Completion Date or, in the reasonable judgment of the Lender, construction of the Improvements will not be completed by the Completion Date; or

(g) the Project or any part thereof is injured by fire, explosion, accident, flood or other casualty, provided, however, no Event of Default under this Agreement or any of the Loan Documents has occurred, and there are sufficient insurance proceeds to restore the Project and the cost to remedy the casualty is less then available insurance proceeds then, in this case, this Section 15.01(g) shall not constitute an Event of Default; or

(h) the Project or any part thereof is subject to a Taking, provided, however, Lender agrees to allow payments to be made in accordance with the terms of the Mortgage

; or

(w) any of the members of the Borrower and/or any Guarantor shall be convicted for a federal crime, a punishment for which could include the forfeiture of any of its assets; or

(x) any failure by the Borrower and/or any Guarantor to duly observe or perform any other term, covenant, condition or agreement under this Agreement and continuance of such failure for a period of thirty (30) days after notice thereof from the Lender; or

15.02 TERMINATION OF COMMITMENT AND ACCELERATION

If any one or more of the Events of Default shall occur, the Lender may declare its obligations to make Advances hereunder to be terminated, whereupon the same shall terminate and the Lender shall be relieved of all

obligations to make Advances to the Borrower, and/or declare all unpaid principal of and accrued interest on the Construction Note, together with all other amounts owing under the Loan Documents, to be immediately due and payable, whereupon same shall become and be immediately due and payable, and without presentment, protest, demand or other notice of any kind, all of which are hereby expressly waived by the Borrower.

15.03 COMPLETION OF PROJECT

If any one or more of the Events of Default shall have occurred and continue past any applicable grace period, and whether or not the Lender shall have terminated its obligations to make Advances and accelerated the maturity of the Construction Loan pursuant to Section 15.02, the Lender, if the construction of the Improvements has not been fully completed, may cause the Project to be completed and may enter upon the Land and construct, equip and complete the Project in accordance with the Plans and Specifications, with such changes therein as the Lender may, from time to time, and in its sole discretion, deem appropriate. In connection with any construction of the Project undertaken by the Lender pursuant to the provisions of this Section 15.03, the Lender may:

(a) use any funds of the Borrower, including any balance which may be held by the Lender as security or in escrow, and any funds remaining unadvanced under the Construction Loan;

(b) employ existing contractors, subcontractors, agents, architects, engineers, and the like, or terminate the same and employ others;

(d) make such additions, changes and corrections in the Plans and Specifications as shall, in the judgment of the Lender, be necessary or desirable;

(e) take over and use any and all Personal Property contracted for or purchased by the Borrower, if appropriate, or dispose of the same as the Lender sees fit;

(f) execute all applications and certificates on behalf of the Borrower which may be required by any Governmental Authority or Requirements or contract documents or agreements;

(g) pay, settle or compromise all existing or future bills and claims which are or may be liens against the Project, or may be necessary for the completion of the Improvements or the clearance of title to the Project;

(h) complete the marketing and leasing of leasable space in the Improvements, enter into new Leases, and modify or amend existing Leases, all as the Lender shall deem to be necessary or desirable;

(i) prosecute and defend all actions and proceedings in connection with the construction of the Improvements or in any other way affecting the Land; and

(j) take such action hereunder, or refrain from acting hereunder, as the Lender may, in its sole and absolute discretion, from time to time determine, and without any limitation whatsoever, to carry out the intent of this Section 15.03.

The Borrower shall be liable to the Lender for all costs paid or incurred for the construction, equipping and completion of the Project, whether the same shall be paid or incurred pursuant to the provisions of this Section 15.03 or otherwise, and all payments made or liabilities incurred by the Lender hereunder of any kind whatsoever shall be deemed Advances made to the Borrower under this Agreement and shall be secured by the Mortgage and the other Security Documents. To the extent that any costs so paid or incurred by the Lender, together with all other Advances made by the Lender hereunder, exceed the Construction Loan Amount, the amount of such excess costs shall be added to the Construction Loan Amount, and the Borrower's obligation to repay the same, together with interest thereon at the Default Rate, shall be deemed to be evide nced by this Agreement and secured by the Mortgage and the other Security Documents. In the event the Lender takes possession of the Project and assumes control of such construction as aforesaid, it shall not be obligated to continue such construction longer than it shall see fit and may

thereafter, at any time, change any course of action undertaken by it or abandon such construction and decline to make further payments for the account of the Borrower whether or not the Project shall have been completed. For the purpose of this Section 15.03, the construction, equipping and completion of the Project shall be deemed to include any action necessary to cure any Event of Default by the Borrower under any of the terms and provisions of any of the Loan Documents.

15.04 OTHER REMEDIES

If any one or more of the Events of Default shall have occurred, and whether or not the Lender shall have terminated its obligations to make Advances or accelerated the maturity of the Construction Loan pursuant to Section 15.02, the Lender may proceed to protect and enforce its rights and remedies under this Agreement, the Construction Note or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, including as permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if any amount owed to the Lender shall have become due, by declaration or otherwise, proceed to enforc e the payment thereof or any other legal or equitable right of the Lender. No remedy conferred upon the Lender or the holder of the Note in this Agreement or in any of the other Loan Documents is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other legal or equitable right of the Lender. No remedy conferred upon the Lender or the holder of the Construction Note in this Agreement or in any of the other Loan Documents is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereunder or now or hereafter existing at law or in equity or by statute or any other provision of law.

15.05 RIGHTS AS TO COLLATERAL

Upon the occurrence of an Event of Default and after any applicable grace period, and at any time thereafter, in addition to other rights and remedies the Lender has under this Agreement, the Lender may:

15.05.1 Notify account debtors at Borrower's expense, that the Collateral has been assigned to Lender and that payments shall be made directly to Lender and upon request of Lender, Borrower will so notify such account debtor that their accounts must be paid to Lender. This right may be exercised by the Lender at any time, even prior to default. Borrower will immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Lender. Lender shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of Borrower and Borrower hereby, for consideration paid, irrevocably appoints the Lender its attorney-in-fact for this purpos e.

15.05.2 Without notice to Borrower, enter and take possession of all Collateral and the Project on which they are now or hereafter located, including without limitation, breaking the close and changing and replacing locks as may be required without the same being considered as a trespass, as Borrower hereby expressly provides authority for the same. The Lender, at its sole discretion, may operate and use Borrower's equipment, complete work in process and sell inventory without being liable to the Borrower on account of any losses, damage or depreciation that may occur as a result thereof so long as Lender shall act reasonably and in good faith and may lease or license the Collateral to third persons or entities for such purposes; and in any event, Lender may at its option and without notice to Borrower, except as specifically herein provided, sell, lease, assign and deliver, the whole or any part of the Collateral, or any substitute therefore, or any addition thereto, at public or private sale, for cash, upon credit, or for future delivery, at such prices and upon such terms as Lender deems advisable, including without limitation the right to sell or lease in conjunction with other property, real or personal, and allocate the sale proceeds or leases among the items of property sold without the necessity of the Collateral being present at any such sale, or in view of prospective purchasers thereof. Lender shall give Borrower timely notice by hand delivery to Borrower or by United States mail, postage prepaid (in which event notice shall be deemed to have been given when so deposited in the mail), at the address specified herein, of the time and place of any public or private sale or other disposition unless the Collateral is perishable, threatens to d ecline speedily in value, or is the type customarily sold in a recognized market. Upon such sale, Lender may become the purchaser of the whole or any part of the Collateral sold, discharged from all claims and free from any right of redemption. In case of any such sale by

Lender of all or any of said Collateral on credit, or for future delivery, such property so sold may be retained by Lender until the selling price is paid by the purchaser. The Lender shall incur no liability in case of the failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, the said Collateral may be again, from time-to-time, sold.

15.05.3. Continue to occupy and use all premises which the Borrower now occupies or may hereafter have or occupy, to the extent Borrower could legally do so, and may use all trademarks, service marks, trade names, trade styles, logos, goodwill, trade secrets, franchises, licenses and patents which the Borrower now has or may hereafter acquire, including the following rights:

(i) the rights in said marks, name, styles, logos and goodwill acquired by the common law of the United States or of any state thereof or under the law of any foreign nation, organization, or subdivision thereof;

(ii) the rights acquired by registrations of said marks, names, styles, and logos under the statute of any foreign country, or the United States, or any state or subdivision thereof;

(iii) the rights acquired in each and every form of said mark, name, style and logo as used by the Borrower notwithstanding that less than all of such forms would be registered and notwithstanding the form of said mark, name and style;

(iv) the right to use or license any party to the use of all or any of said marks, names, styles, logos and goodwill in connection with the sale of goods and/or the rendering of services in the conduct of services advertising, promotion and the like anywhere in the world;

(v) the right to use said marks, names, styles, logos and goodwill either in connection with or entirely independent from the Collateral;

(vi) the right to assign, transfer and convey a partial interest or the entire interest in any one or more of said marks, names, styles or logos;

(vii) the right to seek registration, foreign or domestic, of any of said marks, names, styles or logos which was not registered as of the date hereof or registered subsequently;

(viii) the right to prosecute pending trademark applications for foreign or domestic registration (federal or state) of any of said marks, names, styles or logos.

15.05.4 Act as attorney-in-fact for Borrower for the purposes herein described, and Borrower does hereby make, constitute and appoint any officer or agent of Lender as Borrower's true and lawful attorney-in-fact, with full power: to endorse the name of Borrower or any of Borrower's officers or agents upon any assignments, notes, checks, drafts, money orders, or other instruments of payment or Collateral that may come into possession of Lender for purposes of such recovery of accounts receivable monies; to sign and endorse the name of Borrower or any of Borrower's officers or agents upon any negotiable instrument, invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts, assignments, verifications and notices in connection with accounts, a nd any instruments or documents relating thereto or to Borrower's rights therein; to give notice to the United States Post Office to effect changes of address so that mail addressed to the Borrower may be permanently delivered directly to the Lender for purposes of accepting same, and obtaining access to contents, in order to take possession of such accounts receivable monies, and all other collateral, with full power to do any and all things necessary to be done in and about the premises as fully and effectually as Borrower might or could do; and Borrower does hereby ratify all that Lender shall lawfully do, or cause to be done by virtue hereof.

15.05.5 Make all Obligations immediately due and payable, without presentment, demand, protest, hearing or notice of any kind and exercise the remedies of a Lender afforded by the Uniform Commercial Code and other applicable law or by the terms of any agreement between Borrower and Lender.

15.05.6 In the case of any sale or disposition of the Collateral, or the realization of funds therefrom, the proceeds thereof shall first be applied to the payment of the reasonable expenses of re-taking, maintaining, and foreclosure of Collateral, and costs, fees and expenses of such sale, commissions, reasonable attorney's fees and all charges paid or incurred by Lender pertaining to said sale, including any taxes or other charges imposed by law upon the Collateral and/or the owning, holding or transferring thereof; secondly, to pay, satisfy, and discharge the Obligations secured hereby pro rata in accordance with the unpaid amount thereof; and thirdly, to pay the surplus, if any, to Borrower, provided that the time of any application of the proceeds shall be at the sole and absolute discretion of the Lender. To the extent such proceeds do not satisfy the foregoing items, Borrower hereby promises and agrees to pay the deficiency.

15.05.7 The Lender and the holders of the Obligations may take or release other security, may release any party primarily or secondarily liable for any of the Obligations, may grant extensions, renewals or indulgences with respect to the Obligations, or may apply to the Obligations the proceeds of the Collateral or any amount received on account of the Collateral by the exercise of any right permitted hereunder, without resorting or regard to other security or sources of reimbursement.

15.05.8 Require the Borrower to assemble the Collateral in a single location at a place to be designated by Lender and make the Collateral at all times secure and available to the Lender.

15.05.9 The Lender shall hereby also be granted a security interest in, and right of set off against any balance on any deposit, deposit account, agency, reserve, holdback, or other account maintained by, or on behalf of, the Borrower with the Lender and the Lender shall have the right to apply the proceeds of such foreclosure or set off against such items of Borrowers' Obligations as Lender may select.

15.05.10 All rights and remedies of Lender whether provided for herein or in other agreements, instruments, or documents, or conferred by law, are cumulative and not alternative and may be enforced successively.

15.05.11 The parties agree that in the event that a determination of Adequate Protection of Lender is required under Section 362 or 363 of the Bankruptcy Reform Act of 1978 (Code), its successor, or Bankruptcy Rules in connection therewith, that:

A. The bargain of the parties at the time of lien creation hereunder in order to provide the Lender with adequate protection to induce it to make the loan(s), included stated ratios herein.

B. That in the event of any proceeding under the Code, that the said ratio of the value (as determined by the Lender in its sole discretion) Collateral secured to Lender to the amount of the Obligation (“Collateral-To-Obligation Ratio”), must be increased by an additional one hundred ten percent (110%) in order to continue to provide minimum levels of Adequate Protection to Lender due to the reduced expectation for present and future prospects of lien enforcement resulting from the existence of proceedings under the Code. This agreed minimum increase in said ratio shall not act to bar Lender from presenting evidence that even such increase is insufficient and leaves the Lender without Adequate Protection, based upon the deteriorating nature or kind of Collateral, wholly or in part, in any instance.

C. That the parties agree that the costs of liquidating and collecting of Collateral, as well as the potential for rapid Collateral deterioration if Borrower is, at any time, subject to the Code, all require that the original Collateral-To-Obligation Ratio be increased, as aforesaid, as a requirement of minimum Adequate Protection, in addition to such other additional Adequate Protection as may be required by the Lender.

D. The parties agree that these covenants shall be conclusive evidence in any proceeding to determine minimum Adequate Protection under the Code, as to the intention and agreement of the parties at both this time, and at all times hereinafter, until the Obligations to the Lender, are paid in full.

E. That these agreements may be submitted to the Court in any such proceeding, by the Lender, in its sole and exclusive discretion, as conclusive evidence as to the agreement of the parties at the time of such hearing, concerning minimum Adequate Protection to be provided to the Lender at the time of presentment. PROVIDED, HOWEVER, that such submission shall not constitute a waiver of any default or breach hereunder, or of any other agreement by the Borrower to the Lender, but shall remain only as evidence for the limited purposes stated herein.

F. PROVIDED, FURTHER that at all times the Lender reserves, and does not waive Borrower's obligation to provide Adequate Protection prior to the Borrower's use of "cash collateral" as defined in Section 363 of the Code.

15.05.12 The Lender has no obligation to attempt to satisfy the Obligations by collecting from any other Person liable for them and Lender may release, modify or waive any Collateral provided by any other Person to secure any of the Obligations, all without affecting Lender’s rights against Borrower. Borrower waives any right it may have to require Lender to pursue any third Person for any of the Obligations.

15.05.13 Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

15.05.14 Lender may sell the Collateral without giving any warranties as to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect, the commercial reasonableness of the sale of the Collateral.

15.05.15 If Lender agrees with a purchaser to sell the Collateral upon credit, Borrower will be credited only with payments actually made by the purchaser, received by Lender and applied to the indebtedness of the purchaser. In the event that purchaser fails to pay for the Collateral, Lender may resell the Collateral and Borrower shall be credited with the net proceeds of the sale.

15.05.16 In the event Lender purchases any of the Collateral being sold, Lender may pay for the Collateral by crediting some or all of the Obligations of the Borrower.

15.05.17 Lender has no obligation to marshall any assets in favor of Borrower or in payment of any of the Obligations or any other obligations owed to Lender by Borrower or any other person.

15.06 DISTRIBUTION OF COLLATERAL PROCEEDS

In the event that, following the occurrence or during the continuance of any Default or Event of Default, the Lender receives any monies in connection with the enforcement of any the Security Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows:

(a) First, to the payment of, or (as the case may be) the reimbursement of the Lender for or in respect of all reasonable costs, expenses, attorneys fees, disbursements and losses which shall have been incurred or sustained by the Lender in connection with the collection of such monies by the Lender, for the exercise, protection or enforcement by the Lender of all or any of the rights, remedies, powers and privileges of the Lender under this Agreement or any of the other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Lender against any taxes or liens which by law shall have, or may have, priority over the rights of the Lender to such monies;

(b) Second, to all Obligations in such order or preference as the Lender may determine in its sole discretion; provided, however, that the Lender may in its discretion make proper allowance to take into account any Obligations not then due and payable;

(c) Third, upon payment and satisfaction in full or other provisions for payment in full satisfactory to the Lender of all of the Obligations, to the payment of any obligations required to be paid pursuant to Article IX of the Uniform Commercial Code of the Commonwealth of Massachusetts; and

(d) Fourth, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

15.07 POWER OF ATTORNEY

For the purposes of carrying out the provisions and exercising the rights, remedies, powers and privileges granted by or referred to in this Section 15.07, the Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact, with full power of substitution, to execute, acknowledge and deliver any instruments and do and perform any acts which are referred to in this Section 15.07, in the name and on behalf of the Borrower. The power vested in such attorney-in-fact is, and shall be deemed to be, coupled with an interest and irrevocable.

15.08 WAIVERS

The Borrower hereby waives to the extent not prohibited by applicable law (a) all presentments, demands for performance, notices of nonperformance (except to the extent required by the provisions hereof or of any of the other Loan Documents), protests and notices of dishonor, (b) any requirement of diligence or promptness on the Lender's part in the enforcement of its rights (but not fulfillment of its obligations) under the provisions of this Agreement or any of the other Loan Documents, and (c) any and all notices of every kind and description which may be required to be given by any statute or rule of law and any defense of any kind which the Borrower may now or here after have with respect to its liability under this Agreement or under any of the other Loan Documents.

16.00 FINANCING STATEMENTS

Prior to any Advance the Borrower hereby agrees to execute, deliver, and pay the cost of filing any financing statement, or other notices appropriate under applicable law, in respect of any security interest created pursuant to this Agreement or at any other time which may at any time be required or which, in the opinion of the Lender, may at any time be desirable. In the event that any re-recording or re-filing thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such lien or security interest, the Borrower shall, at its cost and expense, cause the same to be re-recorded and/or re-filed at the time and in the manner requested by the Lender. The Borrower hereby irrevocably designates the Lender, its agents, representatives and desig nees as agents and attorneys-in-fact for the Borrower to sign such financing statements, or other instruments in connection herewith, on behalf of the Borrower and file the same, as required.

17.00 FINANCIAL COVENANTS

17.01 COVENANTS AS TO BORROWER

Borrower, agrees to comply with the following financial ratios the default of which shall constitute a default of this Agreement:

(a) Maximum loan-to-value ratio shall at all times not be in excess of seventy percent (70%).

(b) Commencing at 2010 fiscal year end, the Borrower will be tested for compliance with the Debt Service Coverage Ratio which shall not be less than 1.15:1.00.

18.00 TENURE

Borrower's liability under this Agreement shall commence with the date hereof and continue in full force and effect and be binding upon Borrower until all Obligations whether now in existence, or created hereinafter, shall

have been fully paid and satisfied, and until so paid and satisfied, Lender shall be entitled to retain the security interest granted hereby in all Collateral. At any time, either party may advise the other that no further loans or advances are to be made, but such notice shall in no way cause any and all obligations of the Borrower to Lender to be waived.

19.00 SETOFF

Regardless of the adequacy of any Collateral, and at all times, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch of the Lender where such deposits are held) or other sums credited by or due from the Lender to the Borrower and any securities or other property of the Borrower in the possession of the Lender may be applied to or set off against the payment of the Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower to the Lender.

20.00 EXPENSES

The Borrower agrees to pay (a) the reasonable costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements and instruments mentioned herein, (b) any taxes (including any interest and penalties in respect thereto) payable by the Lender (other than taxes based upon the Lender's net income), including any recording, mortgage or intangibles taxes in connection with the Mortgage, or other taxes payable on or with respect to the transactions contemplated by this Agreement, including any taxes payable by the Lender after the Closing Date (the Borrower hereby agreeing to indemnify the Lender with respect thereto), (c) all title insurance premiums, and the reasonable fees, expenses and disbursements of the Lender's counsel or any local counsel to the Lender incurred in connect ion with the preparation, administration or interpretation of the Loan Documents and other instruments mentioned herein, the making of each Advance hereunder, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (d) the fees, expenses and disbursements of the Lender incurred in connection with the preparation, administration or interpretation of the Loan Documents and other instruments mentioned herein, and the making of each Advance hereunder (including all fees paid to the Construction Inspector, Appraisal fees, and surveyor fees) (e) all reasonable out-of-pocket expenses (including reasonable attorneys' fees and costs, which attorneys may be employees of the Lender and the fees and costs of consultants, accountants, auctioneers, receivers, brokers, property managers, appraisers, investment bankers or other experts retained by the Lender in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents again st the Borrower or the Guarantor or the administration thereof after the occurrence of a Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Lender's relationship with the Borrower or the Guarantor, and (f) all reasonable fees, expenses and disbursements of the Lender incurred in connection with UCC searches, UCC filings, title rundowns, title searches or mortgage recordings. The covenants of this Section 20.00 shall survive payment or satisfaction of payment of all amounts owing with respect to the Construction Note. The Lender shall act reasonably in incurring any costs and expenses described in this Section 20.00 which are to be paid by the Borrower.

21.00 INDEMNIFICATION

Except for gross negligence committed by Lender, the Borrower agrees to indemnify and hold harmless the Lender from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses of every nature and character arising out of this Agreement or any of the other Loan Documents or the transactions contemplated hereby and thereby including, without limitations, (a) any brokerage, leasing, finders or similar fees, (b) any disbursement of the proceeds of any of the Advances, (c) any condition of the Project whether related to the quality of construction or otherwise, (d) any actual or proposed use by the Borrower of the proceeds of any of the Advances, (e) any actual or alleged violation of any Requirements or Project Approva ls, (f) the Borrower entering into or performing this Agreement or any of the other Loan Documents or (g) with respect to the Borrower and Guarantor, their respective properties and assets, the violation of any Environmental Law, the Release or threatened Release of any Hazardous Materials or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Materials (including, but not limited to claims with respect to wrongful death, personal injury or damage to property), in each case including, without limitation, the reasonable fees and disbursements of counsel and allocated costs of internal counsel incurred in connection with any such investigation, litigation or other proceeding. In litigation, or the preparation therefore,

the Lender shall be entitled to select its own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The obligations of the Borrower under this Section 21.00 shall survive the repayment of the Construction Loan and shall continue in full force and effect so long as the possibility of such claim, action or suit exists. If, and to the extent that the obligations of the Borrower under this Section 21.00 are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law.

22.00 LIABILITY OF THE LENDER

No action shall be commenced by the Borrower or Guarantor for any claim against the Lender under the terms of this Agreement unless written notice thereof, specifically setting forth the claim of the Borrower, shall have been given to the Lender at least fifteen (15) Business Days prior to the commencement of such action. The liability of the Lender to the Borrower and Guarantor for any breach of the terms of this Agreement by the Lender shall not exceed a sum equal to the amount which the Lender shall be determined to have failed to Advance in consequence of a breach by the Lender of its obligations under this Agreement, together with interest thereon at the rate payable by the Borrower under the terms of the Note for Advances which the Borrower is to receive hereunder, computed from the date when the Advance s hould have been made by the Lender to the date when the Advance is, in fact, made by the Lender and upon the making of any such payment by the Lender to the Borrower, the same shall be treated as an Advance under this Agreement, in the same fashion as any other Advance under the terms of this Agreement. In no event shall the Lender be liable to the Borrower and/or Guarantor, or anyone claiming by, under or through the Borrower and/or Guarantor, for any special, exemplary, punitive or consequential damages, whatever the nature of the breach of the terms of this Agreement by the Lender, such damages and claims therefore being expressly waived by the Borrower and Guarantor.

23.00 RIGHTS OF THIRD PARTIES

All conditions to the performance of the obligations of the Lender under this Agreement, including the obligation to make Advances, are imposed solely and exclusively for the benefit of the Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that the Lender will refuse to make Advances in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely waived in whole or in part by the Lender at any time if in its sole discretion it deems it desirable to do so. In particular, the Lender makes no representations and assumes no obligations as to third parties concerning the quality of the construction by the Bor rower of the Improvements or the absence therefrom of defects.

24.00 SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties made herein, in the Construction Note, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower or the Guarantor pursuant hereto and thereto shall be deemed to have been relied upon by the Lender, notwithstanding any investigation heretofore or hereafter made by it, and shall survive the making by the Lender of the Advances, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Note or any of the other Loan Documents remains outstanding or the Lender has any obligation to make any Advances. All statements contained in any certificate or other paper delivered to the Lender at any time by or on behalf of the Borrower or the Guarantor pu rsuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by the Borrower or the Guarantor hereunder.

25.00 PARTICIPATION; ETC.

25.01 PARTICIPATIONS

The Lender may sell participations to one or more banks or other entities in all or a portion of the Lender's rights and obligations under this Agreement and the other Loan Documents; Provided that (a) any such sale or participation shall not affect the rights and duties of the Lender hereunder to the Borrower and (b) the only rights granted to the participant pursuant to such participation arrangements with respect to waivers, amendments or modifications of the Loan Documents shall be the right to approve waivers, amendments or modifications that

would reduce the principal of or the interest rate on the Construction Loan, extend the term or increase the amount of the Construction Loan or extend any regularly scheduled payment date for principal or interest.

25.02 PLEDGE BY THE LENDER

The Lender may at any time pledge all or any portion of its interest and rights under this Agreement (including all or any portion of the Note) to any of the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C., § 341. No such pledge or the enforcement thereof shall release the Lender from its obligations hereunder or under any of the other Loan Documents.

25.03 NO ASSIGNMENT BY THE BORROWER

The Borrower shall not assign or transfer any of its rights or obligations under any of the Loan Documents without the prior approval of the Lender.

26.00 RELATIONSHIP

The relationship between the Lender and the Borrower is solely that of a lender and borrower, and nothing contained herein or in any of the other Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other relationship other than lender and borrower.

27.00 NOTICES

Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this Section 27.00 referred to as "Notice”) must be in writing and shall be deemed to have been properly given or served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt requested, and addressed as follows:

DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT

THIS DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT (“Agreement”), is made as of this ___ day of _______________, 20___ by and among PEOPLE’S UNITED BANK, a federal savings bank (“Lender”), and GRIFFIN LAND & NURSERIES, INC., a Delaware corporation (“Borrower”).

BACKGROUND

A. By Borrower’s Promissory Note dated June ___, 2009 and given to Lender (the “Note”), Borrower is indebted to Lender in the principal sum of up to Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00) with interest thereon as set forth in the Note (such indebtedness and interest being referred to as the “Loan”).

B. The Loan is secured by, among other things, (i) a certain Open-End Mortgage Deed and Security Agreement (the “Mortgage”), dated the same date as the Note granted by Borrower to Lender, which grants to Lender, among other things, a first lien on certain real property encumbered thereby (the “Property”) and an assignment of all rents arising with respect to the Property; and (ii) a certain Loan and Security Agreement (the “Loan Agreement”), dated the same date as the Note between Borrower and Lender, which grants to Lender, among other things, a first lien on the Collat eral defined therein.

C. As a condition to the Lender’s consent to a release and termination of the Master Lease (as defined in the Loan Agreement), Lender has required that Borrower (i) deposit the sum of Three Hundred Thousand and 00/100 Dollars ($300,000.00) into a deposit account separately established by and with Lender to be held and disbursed in accordance with this Agreement and the Loan Agreement, and (ii) grant to Lender a lien on, and security interest in, such deposit account and all money deposited therein, which account will be maintained for the benefit of Lender and administered in accordance with the terms of this Agreement.

D. The parties are entering into this Agreement to set forth their rights and obligations with respect to such deposit account.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE 1

DEFINED TERMS

1.01 Defined Terms. Capitalized terms used in this Agreement and not specifically defined in this Agreement have the meaning given to them in the Loan Agreement. The following terms have the respective meanings set forth below:

(a) “Business Day” means any day other than a Saturday, Sunday or any day on which Federal banks in the State of Connecticut are closed for legal holidays or by government directive.

(b) “Deposit Account” has the meaning set forth in Section 2.01 hereof.

(d) “Loan Documents” has the meaning set forth in the Loan Agreement.

(e) “Master Lease Reserve Deposit” shall mean the initial deposit by the Borrower of the sum of the Three Hundred Thousand and 00/100 Dollars ($300,000.00) into the Deposit Account.

(f) “Payment Due Date” means the due date for payments of principal and/or interest set forth in the Note.

(g) “Subsequent Master Lease Reserve Deposits” and “Subsequent Master Lease Reserve Deposit” shall have the meaning set forth in Section 4.02 hereof.

(h) “UCC” means the Uniform Commercial Code in effect in the State of Connecticut, as from time to time amended or restated. For purposes of the UCC’s application to the Deposit Account, the parties agree that the Deposit Account shall be deemed located in the State where the Property is located.

ARTICLE 2

CONTROL OF DEPOSIT ACCOUNT

2.01 Establishment and Purpose of Deposit Account. Lender has established an interest bearing depository account for the benefit of Lender, which account bears the account number _____________________ (such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are referred to herein as “Deposit Account”). The Deposit Account will be maintained by Lender for the purposes of (i) receiving and holding the Master Lease Reserve Deposit and any and all Subsequent Master Lease Reserve Deposits and (ii) disbursing sums on deposit therein in accordance with this Agreement and the Loan Agreement.

2.02 Control of Deposit Account. The Deposit Account shall, at all times during the term of this Agreement, be under the sole dominion and control of Lender, who shall have the sole right to withdraw funds from the Deposit Account for application in accordance with this Agreement and the Loan Agreement. Borrower acknowledges and agrees that (i) neither Borrower nor any other party claiming on behalf of, or through, Borrower shall have any right, title or interest, whether express or implied, in the Deposit Account or to withdraw or make use of any amounts from the Deposit Account, and (ii) except as provided herein and in the Loan Agreement, Borrower shall not be entitled to any periodic disbursements of earnings or interest on amounts held in the Deposit Account.

2.03 Funds in Deposit Account as Security for the Loan; Grant of Security Interest. As security for full payment of the Loan and timely performance of Borrower’s obligations under the Loan Documents and this Agreement, Borrower hereby pledges, transfers, assigns and sets over to Lender, and grants to Lender a continuing security interest in and to, the Deposit Account, all money deposited therein from time to time, any interest and earnings therein and all profits and proceeds thereof. Borrower agrees to execute, acknowledge, deliver, file or do, at its sole expense, all other acts, assignments, notices, agreements or other instruments as Lender may reasonably require in order to perfect the foregoing security interest, pledge and assignment or otherwise to fully effectuate the rights granted to Lender by this Section. This Agreement also constitutes a “deposit account” and a “security agreement” within the meaning of Article 9 of the UCC. In addition to all other rights and remedies provided for herein or otherwise available at law or in equity, Lender shall have all rights of a secured party under Article 9 of the UCC with respect to the Deposit Account and funds deposited therein.

2.04 No Other Hypothecation of Borrower’s Interest. Borrower shall not, without Lender’s prior written consent, further pledge, assign, encumber or grant any security interest in Borrower’s interest in the Deposit Account, nor permit any lien to attach thereto, except those created in Lender’s favor in connection with the Loan.

ARTICLE 3

LENDER OBLIGATIONS WITH RESPECT TO DEPOSIT ACCOUNT

3.01 Establishment of Deposit Account. Lender agrees to establish the Deposit Account as contemplated by this Agreement and agrees not to commingle the amounts held in, or designated to, Lender for deposit in the Deposit Account with any other amounts held on behalf any other party.

3.02 Fees and Expenses. Lender shall look solely to Borrower for payment of its fees in connection with the maintenance of the Deposit Account and its services hereunder, and Borrower agrees to pay such fees to Lender on demand therefor; provided, however, that the fees which Lender may charge to Borrower shall not exceed the fees and charges customarily charged by Lender to its customers with respect to the customary and standard maintenance of a Deposit Account and with respect to services similar to those provided under this Agreement. Borrower acknowledges and agrees that it solely shall be, and at all times remain, liable to Lender for all fees, charges, costs and expenses in connection with the Deposit Account, this Agreement and the enforcement hereof, including, without limitation, the reasonable fees and expenses of legal counsel to Lender as needed to enforce performance of this Agreement.

ARTICLE 4

DEPOSITS INTO DEPOSIT ACCOUNT

4.01 Initial Master Lease Reserve Deposit. Prior to or simultaneously with the execution with the execution of this Agreement, the Borrower shall deposit the Master Lease Reserve Deposit into the Deposit Account.

4.02 Subsequent Master Lease Reserve Deposits. If the Borrower is eligible for and the Lender does make a disbursement from the Deposit Account in accordance with the Loan

Agreement, the Borrower shall make monthly deposits into the Deposit Account (each a “Subsequent Master Lease Reserve Deposit” and collectively with the Master Lease Reserve Deposit, the “Master Lease Reserve”) in an amount equal to the lesser of Twenty Thousand and 00/100 Dollars ($20,000.00) or the amount required to restore the Deposit Account to Three Hundred Thousand and 00/100 Dollars ($300,000.00). Such Subsequent Master Lease Reserve Deposits shall be payable on the first month following any disbursement from the Deposit Account and continuing monthly thereafter as and when payments of principal and interest are due under the Note until the balance in the Deposit Account is equal to Three Hundred Thousand and 00/100 Dollars ($300,000.00).

ARTICLE 5

TRANSFER OF FUNDS FROM DEPOSIT ACCOUNT

5.01 Disbursements from the Deposit Account. Subject to the provisions of this Section 5 and provided no Event of Default exists at the time disbursement is requested hereunder (which has not been waived in writing by Lender), the Lender shall make disbursements from the Deposit Account in accordance with and subject to the terms, covenants and conditions contained in the Loan Agreement.

5.02 Transfers to Borrower Account. Transfers to Borrower, if any, contemplated by Section 5.01 are to be made by wire transfer or other electronic transfer of funds to the Operating Account (as defined in the Loan Agreement) of Borrower maintained at the Lender in accordance with the Loan Agreement.

5.03 Payment Due Date Considerations. If the date for a disbursement by Lender from the Deposit Account to Borrower is not a Business Day, then any disbursements which are required to be made under this Article 5 shall occur no later than the next Business Day.

5.04 Lender Policy on Wire Transfers. Borrower and Lender agree that any wire transfer or other electronic funds transfer made by Lender under this Agreement shall be subject to the Lender’s standard terms and conditions for such services in effect from time to time. In the event of any inconsistency between such terms and conditions and this Agreement, this Agreement shall control.

ARTICLE 6

TERMINATION OF PLEDGE AND CONTROL AGREEMENT

6.01 Right to Terminate. Borrower may not terminate this Agreement for any reason without Lender’s prior written consent.

6.02 Termination Upon Occurrence of Certain Events. This Agreement shall terminate upon the (a) repayment in full of the Loan, and (b) the full satisfaction and performance of all obligations and liabilities of every kind whatsoever of Borrower under the Note, the Mortgage, the Loan Agreement and the other Loan Documents.

6.03 Consequence of Termination. Upon termination of this Agreement by Lender where the Loan Agreement does not require the continued existence of a Deposit Account or upon termination of this Agreement pursuant to Section 6.02, the funds remaining in the Deposit

Account shall be disbursed to Borrower after deducting all outstanding charges or fees due to Lender in connection with this Agreement. No termination of this Agreement shall impair the rights of any party with respect to items processed prior to the termination date.

ARTICLE 7

BORROWER LOAN DEFAULT

7.01 Event of Default Defined. Borrower’s failure to make any Subsequent Master Lease Reserve Deposit as required hereby and the continuance of such failure for a period of ten (10) days after the due date thereof and Borrower’s failure to timely and fully perform any of its other obligations under this Agreement and the continuance of any such other failure for a period of thirty (30) days after notice from Lender; (provided, however, that if (i) the curing of such failure cannot be accomplished with due diligence within said thirty (30) day period; (ii) granting an additional period of time within which to cure such failure would not (I) result in any material impairment of the Lender’s lien on the Deposit Account or (II) have a Material Adverse Effect; and (iii) the Borrower commences to cure such failure promptly upon learning thereof and thereafter diligently and continuously prosecutes the cure of such failure, then such period of thirty (30) days shall be extended for such time as shall be reasonably necessary to cure such failure; provided further, however, such extended cure period shall not be applicable to any failure which can be cured by the payment of money) shall constitute an “Event of Default” under this Agreement and also shall constitute an automatic “Event of Default” under and as defined in the Note, the Mortgage, the Loan Agreement and the other Loan Documents, and the occurrence of an “Event of Default” under and as defined in the Note, the Mortgage, Loan Agreement or any of the other Loan Documents shall constitute an automatic Event of Default under this Agreement.

7.02 Lender Remedies. During the continuance of an Event of Default under this Agreement, Lender shall have the right to withdraw and apply funds from the Deposit Account to payment of any and all debts, liabilities and obligations of Borrower to Lender pursuant to, or in connection with, the Loan, the Loan Documents and this Agreement, in such order, proportion and priority as Lender may determine in its sole discretion. Lender’s right to withdraw and apply funds in the Deposit Account shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other L oan Documents and at law or in equity. Lender’s continuation of payments from the Deposit Account when contemplated by this Agreement shall not be deemed Lender’s waiver or a cure of any default by Borrower and shall be without prejudice to Lender’s rights.

7.03 Remedies Cumulative. The rights, powers, authorities, remedies, interests and benefits conferred upon Lender by and as provided in this Agreement are intended to supplement, and be in addition to (and shall not in any way replace, supersede, amend, limit or restrict), the rights, powers, authorities, remedies, interests, and benefits conferred by the Loan Documents. This Agreement shall hereafter be deemed to be one of the “Loan Documents” for purposes of the Note and other Loan Documents, so that an Event of Default hereunder entitles Lender to exercise any and all rights and remedi es it may have under any other Loan Document. This Agreement is not a settlement agreement, and Lender’s execution of or performance under this Agreement does not (and it shall not be construed so as to) waive, relinquish, restrict or limit in any way any of the rights, remedies, claims or causes of action which Lender has or may have

under or with respect to the Loan Documents or applicable law (all of which are expressly reserved) regardless of whether any of the foregoing relate to or arise out of acts, omissions, events or transactions occurring before or after the date hereof. Lender hereby expressly reserves all rights to take any and all actions, and exercise any and all remedies, authorized under the Loan Documents, or at law or in equity as a result of or with respect to the occurrence of any defaults or Events of Default (however denominated) which have or may have heretofore occurred thereunder and any defaults or Events of Default (however denominated) which may hereafter occur or exist hereunder or thereunder, including, without limitation, the right to accelerate the indebtedness evidenced by the Note and to commence an action to foreclose the Mortgage or petition for the appointment of a receiver, irrespective of wh ether this Agreement is in effect or has been terminated. Nothing contained herein, and no action taken by Lender pursuant hereto or as provided herein, shall be deemed to be a waiver of any of such rights or of any of such defaults or Events of Default.

ARTICLE 8

CERTAIN MATTERS AFFECTING THE LENDER

8.01 Duties Expressly Stated in this Agreement. The duties and obligations of the Lender with respect to the Deposit Account shall be determined solely by the express provisions of this Agreement.

8.02 Limitation on Liability; Indemnification. Lender shall not be liable for any claims, suits, actions, costs, damages, liabilities, or expense, or for any interruption of services (“Liabilities”) in connection with the subject matter of this Agreement, other than Liabilities caused by the negligence, bad faith or willful misconduct of Lender or any of its directors, officers, employees or agents. In no event will Lender be liable for any lost profits or for any incidental, special, consequential or punitive damages whether or not Lender knew of the possibility or likelihood of such damages. Lender’s substantial compliance with its standard procedures for provision of the services required under this Agreement shall be deemed to constitute the exercise of ordinary care. Borrower hereby agrees to indemnify and hold harmless Lender and its directors, officers, employees, and agents, and the successors and assigns of Lender, from and against any and all Liabilities asserted against them in connection with this Agreement, other than those Liabilities caused by (a) the negligence, bad faith or willful misconduct of Lender or such indemnified party or (b) a material breach of this Agreement by Lender.

8.03 Claims Against Funds In Deposit Account. If Lender is served with legal process which Lender in good faith believes affects funds deposited in the Deposit Account, Lender shall have the right to place a hold on funds deposited in the Deposit Account until such time as Lender receives an appropriate court order or other assurances reasonably satisfactory to Lender establishing that the funds may continue to be disbursed according to the instructions contained in this Agreement.

ARTICLE 9

BORROWER REPRESENTATIONS; RELEASE

9.01 Borrower Representations. In order to induce Lender to enter into this Agreement, Borrower hereby represents and warrants to Lender as follows:

(a) Borrower entered into this Agreement freely and voluntarily, without coercion, distress or undue influence by Lender, its officers or agents. Borrower has been represented by legal counsel of its own choice in connection with the interpretation, negotiation, drafting and effect of this Agreement and Borrower is satisfied with its legal counsel and the advice which it has received from them; and

(b) Borrower has taken all required action necessary to execute this Agreement, any documents or instruments with respect hereto and in order to implement the agreements set forth herein. The execution, delivery and performance by Borrower of this Agreement and the documents, instruments and agreements referred to herein are within the power of Borrower and have been duly authorized by it and require no notice to, or consent of, any governmental agency or other third-party and do not contravene any law or regulation or any contractual restriction applicable to, or binding upon, Borrower or the Property. Borrower expressly intends that this Agreement be a legally v alid and binding obligation of Borrower and that it be enforceable against Borrower in accordance with the terms hereof.

ARTICLE 10

MISCELLANEOUS

10.01 Notices. All notices and other communications under this Agreement are to be in writing and addressed to each party as set forth in the Loan Agreement.

10.02 Entire Agreement; Modification. This Agreement and the Loan Agreement set forth the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes and replaces all prior discussions, representations, communications and agreements (oral and written) by and among the parties hereto with respect thereto, including, without limitation, any other account agreement between Borrower and Lender. This Agreement shall not be modified, supplemented, or terminated, or any provision hereof waived, except by a written instrument signed by the party against whom enforceme nt thereof is sought, and then only to the extent expressly set forth in such writing.

10.03 Disclaimer. In addition to the powers and authorities granted to Lender by any other provision of this Agreement, Lender may (but shall not be required to) do, or refrain from doing, any act or thing with or concerning the Deposit Account or the funds therein as may be consistent with directions or requests that Lender may receive from Borrower from time to time. Lender shall not have any liability of any kind whatsoever to Borrower or any other person or entity for or with respect to any action taken (or any failure to act) in good faith with respect to the Deposit Account or the funds therein which is authorized or permitted by this Agreement or by any direction from Borrower.

10.04 Binding Effect; Joint and Several Obligations. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns,

whether by voluntary action of the parties or by operation of law. (The foregoing does not modify any conditions in the Mortgage or Loan Agreement applicable to transfers or assignments.)

10.05 Unenforceable Provisions. Any provision of this Agreement which is determined by a government body or court of competent jurisdiction to be invalid, unenforceable or illegal shall be ineffective only to the extent of such holding and shall not affect the validity, enforceability or legality of any other provision, nor shall such determination apply in any circumstance or to any party not controlled by such determination.

10.06 Construction of Certain Terms. Defined terms used in this Agreement may be used interchangeably in singular or plural form, and pronouns shall be deemed to cover all genders. Article and section headings shall not be used in interpretation of this Agreement; “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or other subdivision; “section” refers to the entire section and not to any particular subsection, paragraph or other subdivision; and “Agreement” means this original agreement as originally executed and as amended, supplemented, extended or restated from time to time. Reference to days for performance shall mean calendar days unless Business Days are expressly indicated.

10.07 No Waiver. No delay on the part of Lender in the exercise of any power, right or remedy under the Loan Documents at any time shall operate as a waiver thereof, and no single or partial exercise by Lender of any power, right or remedy shall preclude other or further exercise thereof or the exercise of any other power, right or remedy.

10.08 Relationship of the Parties. Borrower agrees that the relationship between Lender and Borrower is that of creditor and debtor and not that of partners or joint venturers. Borrower agrees that Lender shall not have any fiduciary obligations or trust obligations with respect to amounts held or maintained in the Deposit Account. This Agreement does not constitute a partnership agreement, or any other association between Lender and Borrower. Borrower acknowledges that Lender has acted at all times only as a creditor to Borrower within the normal and usual scope of the activiti es normally undertaken by a creditor and in no event has Lender attempted to exercise any control over the Property or Borrower or its business or affairs. Borrower further acknowledges that Lender has not taken or failed to take any action under or in connection with its rights under the Loan Documents which in any way or to any extent have interfered with or adversely affect Borrower’s development, management or ownership of the Property.

10.09 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and no other person or entity shall have any right of action hereon, right to claim any right or benefit from the terms contained herein, or be deemed a third party beneficiary hereunder.

10.10 Time of Essence. Time is of the essence with respect to this Agreement.

10.11 Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals, and each duplicate original shall be deemed to be an original.

This Agreement (and each duplicate original) also may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a fully executed agreement even though all signatures do not appear on the same document.

10.12 Governing Law. This Agreement shall be interpreted and enforced according to the laws of the State of Connecticut (without giving effect to its rules governing conflicts of law).

IN WITNESS WHEREOF, the parties hereto have caused the Deposit Account Pledge and Control Agreement to be duly executed as of the date first above written.

		BORROWER:
		GRIFFIN LAND & NURSERIES, INC.,
		a Delaware corporation

________________________	By:	________________________________
Name:		Name:
		Title:
________________________		Duly Authorized
Name:

		LENDER:
		PEOPLE’S UNITED BANK
		a Delaware corporation

________________________	By:	_________________________________
Name:		Name: Sean Kenny
		Title: Vice President
________________________		Duly Authorized
Name:

Delaware	06-0868496
(state or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

One Rockefeller Plaza, New York, New York	10020
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number including Area Code	(212) 218-7910

Large accelerated filer ¨	Accelerated filer x

Non-accelerated filer ¨	Smaller reporting company ¨

PART I -		FINANCIAL INFORMATION

	ITEM 1	Financial Statements

		Consolidated Statements of Operations (unaudited)
		13 and 26 Weeks Ended May 29, 2010 and May 30, 2009	3

		Consolidated Balance Sheets (unaudited)
		May 29, 2010 and November 28, 2009	4

		Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
		26 Weeks Ended May 29, 2010 and May 30, 2009	5

		Consolidated Statements of Cash Flows (unaudited)
		26 Weeks Ended May 29, 2010 and May 30, 2009	6

		Notes to Consolidated Financial Statements (unaudited)	7-21

	ITEM 2	Management’s Discussion and Analysis of
		Financial Condition and Results of Operations	22-33

	ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	33

	ITEM 4	Controls and Procedures	34

PART II -		OTHER INFORMATION

	ITEM 1	Not Applicable

	ITEM 1A	Risk Factors	35

	ITEMS 2-5	Not Applicable

	ITEM 6	Exhibits	35-37

		SIGNATURES	38

PART I	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	For the 13 Weeks Ended,						For the 26 Weeks Ended,
	May 29, 2010			May 30, 2009			May 29, 2010			May 30, 2009
Landscape nursery net sales and other revenue	$	10,868		$	15,568		$	11,147		$	16,017
Rental revenue and property sales		4,623			4,140			9,150			8,324
Total revenue		15,491			19,708			20,297			24,341

Costs of landscape nursery sales and other revenue		9,620			14,295			9,939			14,714
Costs related to rental revenue and property sales		3,147			2,851			6,664			6,329
Total costs of goods sold and costs related to rental revenue and property sales		12,767			17,146			16,603			21,043

Gross profit		2,724			2,562			3,694			3,298

Selling, general and administrative expenses		2,912			3,329			5,886			6,129
Operating loss		(188	)		(767	)		(2,192	)		(2,831	)
Interest expense		(1,141	)		(818	)		(2,182	)		(1,626	)
Investment income		70			77			174			124
Loss before income tax benefit		(1,259	)		(1,508	)		(4,200	)		(4,333	)
Income tax benefit		474			535			1,571			1,538
Net loss	$	(785	)	$	(973	)	$	(2,629	)	$	(2,795	)

Basic net loss per common share	$	(0.15	)	$	(0.19	)	$	(0.52	)	$	(0.55	)

Diluted net loss per common share	$	(0.15	)	$	(0.19	)	$	(0.52	)	$	(0.55	)

X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED May 29, 2010

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO _____

	May 29, 2010			November 28, 2009
ASSETS
Current Assets:
Cash and cash equivalents	$	3,960		$	9,149
Trading securities - short-term investments, net		-			454
Accounts receivable, less allowance of $302 and $187		7,140			2,681
Income taxes receivable		6,342			6,336
Inventories, net		15,559			19,573
Deferred income taxes		71			143
Other current assets		2,173			3,645
Total current assets		35,245			41,981
Real estate held for sale or lease, net		134,159			128,311
Available for sale securities - Investment in Centaur Media plc		3,623			4,615
Property and equipment, net		2,542			2,730
Deferred income taxes		951			-
Other assets		11,730			11,099
Total assets	$	188,250		$	188,736

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt	$	8,758		$	1,532
Accounts payable and accrued liabilities		4,923			3,667
Deferred revenue		783			1,249
Total current liabilities		14,464			6,448
Long-term debt		57,611			61,066
Deferred income taxes		-			1,050
Other noncurrent liabilities		5,418			5,426
Total liabilities		77,493			73,990

Commitments and contingencies (Note 11)

Stockholders' Equity:
Common stock, par value $0.01 per share, 10,000,000 shares
authorized, 5,491,402 and 5,479,402 shares issued,
respectively, and 5,104,436 and 5,092,436 shares outstanding, respectively		55			55
Additional paid-in capital		105,171			104,849
Retained earnings		18,692			22,342
Accumulated other comprehensive income, net of tax		265			926
Treasury stock, at cost, 386,966 shares		(13,426	)		(13,426	)
Total stockholders' equity		110,757			114,746
Total liabilities and stockholders' equity	$	188,250		$	188,736

	Shares of Common Stock Issued		Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock			Total			Total Comprehensive Loss
Balance at November 29, 2008		5,455,382	$	55	$	103,997	$	29,888		$	646		$	(13,426	)	$	121,160

Exercise of stock options		10,047		-		132		-			-			-			132

Stock-based compensation
expense		-		-		181		-			-			-			181

Dividends declared, $0.20 per
share		-		-		-		(1,016	)		-			-			(1,016	)

Net loss		-		-		-		(2,795	)		-			-			(2,795	)	$	(2,795	)

Other comprehensive income,
from cash flow hedging
transaction, net of tax		-		-		-		-			37			-			37			37

Other comprehensive loss
from Centaur Media plc,
net of tax		-		-		-		-			(249	)		-			(249	)		(249	)

Balance at May 30, 2009		5,465,429	$	55	$	104,310	$	26,077		$	434		$	(13,426	)	$	117,450		$	(3,007	)


Balance at November 28, 2009		5,479,402	$	55	$	104,849	$	22,342		$	926		$	(13,426	)	$	114,746

Exercise of stock options		12,000		-		136		-			-			-			136

Stock-based compensation
expense		-		-		186		-			-			-			186

Dividend declared, $0.20 per
share		-		-		-		(1,021	)		-			-			(1,021	)

Net loss		-		-		-		(2,629	)		-			-			(2,629	)	$	(2,629	)

Other comprehensive loss
from cash flow hedging
transactions, net of tax		-		-		-		-			(16	)		-			(16	)		(16	)

Other comprehensive loss
from Centaur Media plc,
net of tax		-		-		-		-			(645	)		-			(645	)		(645	)

Balance at May 29, 2010		5,491,402	$	55	$	105,171	$	18,692		$	265		$	(13,426	)	$	110,757		$	(3,290	)


See Notes to Consolidated Financial Statements.

Identifiable assets:	May 29, 2010		November 28, 2009
Landscape nursery	$	29,525	$	28,238
Real estate		145,543		139,681
Industry segment totals		175,068		167,919
General corporate		13,182		20,817
Total assets	$	188,250	$	188,736

	May 29, 2010

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)

Available-for-sale securities	$	3,623	$	-		$	-

Interest rate swap liabilities	$	-	$	(797	)	$	-

	May 29, 2010				November 28, 2009
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Financial assets:
Cash and cash equivalents	$	3,960	$	3,960	$	9,149	$	9,149
Trading securities		-		-		454		454
Available-for-sale securities		3,623		3,623		4,615		4,615

Financial liabilities:
Revolving line of credit	$	2,500	$	2,500	$	2,500	$	2,500
Mortgage debt		63,806		64,251		60,002		59,508
Interest rate swaps		797		797		770		770

	May 29, 2010		November 28, 2009

Nursery stock	$	14,181	$	17,999
Materials and supplies		1,378		1,574
	$	15,559	$	19,573

		May 29, 2010
	Estimated Useful Lives	Held for Sale		Held for Lease			Total
Land		$	1,634	$	10,952		$	12,586
Land improvements	10 to 30 years		691		13,302			13,993
Buildings and improvements	10 to 40 years		-		127,832			127,832
Tenant improvements	Shorter of useful life or terms of related lease		-		13,668			13,668
Development costs			6,868		4,821			11,689
			9,193		170,575			179,768
Accumulated depreciation			-		(45,609	)		(45,609	)
		$	9,193	$	124,966		$	134,159

	May 29, 2010			November 28, 2009
Nonrecourse mortgages:
6.08%, due January 1, 2013	$	7,305		$	7,419
6.30%, due May 1, 2014		715			792
5.73%, due July 1, 2015		19,930			20,097
8.13%, due April 1, 2016		4,683			4,814
7.0%, due October 1, 2017		6,542			6,636
Variable rate mortgage, due February 1, 2019*		11,949			11,776
Variable rate mortgage, due July 1, 2019*		8,401			8,468
6.5%, due January 27, 2020		4,281			-
Total nonrecourse mortgages		63,806			60,002
Revolving line of credit		2,500			2,500
Capital leases		63			96
Total		66,369			62,598
Less: current portion		(8,758	)		(1,532	)
Total long-term debt	$	57,611		$	61,066


* Griffin entered into interest rate swap agreements to effectively fix the interest rates on
these loans (see below).

Range of Exercise Prices for Vested Options		Outstanding at May 29, 2010		Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life (in years)		Total Intrinsic Value		Total Grant Date Fair Value
$	11.00-$14.00		26,544	$	12.50		1.1	$	390	$	124
$	15.00-$18.00		15,322	$	16.80		1.3		159		98
$	24.00-$39.00		20,795	$	31.11		6.3		13		328
			62,661	$	19.73		2.9	$	562	$	550

	Balance of Fiscal 2010	$ 196
	Fiscal 2011	$ 318
	Fiscal 2012	$ 164
	Fiscal 2013	$ 56
	Fiscal 2014	$ 7

	Total Square Footage	Square Footage Leased	Percentage Leased

As of May 29, 2010	2,540,000	2,067,000	81%
As of November 28, 2009	2,420,000	1,893,000	78%
As of May 30, 2009	2,116,000	1,636,000	77%

Range of Exercise Prices for Nonvested Options		Outstanding at May 29, 2010		Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life (in years)		Total Intrinsic Value		Total Grant Date Fair Value
$	28.00-$31.00		21,051	$	29.17		8.8	$	-	$	291
$	33.00-$35.00		85,000	$	33.36		8.4		-		1,187
			106,051	$	32.52		8.4	$	-	$	1,478

	2010			2009
	Second Qtr.			Second Qtr.
	(amounts in thousands)
Rental revenue	$	4,623		$	4,140
Costs related to rental revenue excluding
depreciation and amortization expense (a)		(1,560	)		(1,484	)
Profit from leasing activities before general and
administrative expenses and before depreciation
and amortization expense (a)		3,063			2,656
Revenue from property sales		-			-
Costs related to property sales		-			-
Gain from property sales		-			-
Profit from leasing activities and gain from property sales
before general and administrative expenses and before
depreciation and amortization expense (a)		3,063			2,656
General and administrative expenses excluding depreciation
and amortization expense and excluding acquisition expenses (a)		(593	)		(709	)
Acquisition expenses		-			-
Total general and administrative expenses excluding depreciation
and amortization expense (a)		(593	)		(709	)
Profit before depreciation and amortization expense (a)		2,470			1,947
Depreciation and amortization expense related to costs of
rental revenue		(1,587	)		(1,367	)
Depreciation and amortization expense - other		(7	)		(8	)
Operating profit	$	876		$	572

	2010			2009
	Six Month			Six Month
	Period			Period
	(amounts in thousands)
Rental revenue	$	9,150		$	8,324
Costs related to rental revenue excluding
depreciation and amortization expense (a)		(3,555	)		(3,601	)
Profit from leasing activities before general and
administrative expenses and before depreciation
and amortization expense (a)		5,595			4,723
Revenue from property sales		-			-
Costs related to property sales		-			-
Gain from property sales		-			-
Profit from leasing activities and gain from property sales
before general and administrative expenses and before
depreciation and amortization expense (a)		5,595			4,723
General and administrative expenses excluding depreciation
and amortization expense and excluding acquisition expenses (a)		(1,336	)		(1,401	)
Acquisition expenses		(301	)		-
Total general and administrative expenses excluding depreciation
and amortization expense (a)		(1,637	)		(1,401	)
Profit before depreciation and amortization expense (a)		3,958			3,322
Depreciation and amortization expense related to costs of
rental revenue		(3,109	)		(2,728	)
Depreciation and amortization expense - other		(13	)		(16	)
Operating profit	$	836		$	578

	2010			2009
	Six Month Period			Six Month Period
	(amounts in thousands)
Net sales and other revenue	$	11,147		$	16,017
Cost of goods sold		9,939			14,714
Gross profit		1,208			1,303
Selling, general and administrative expenses		(1,958	)		(2,351	)
Operating loss	$	(750	)	$	(1,048	)

	Total		Due Within One Year		Due From 1-3 Years		Due From 3-5 Years		Due in More Than 5 Years
	(in millions)
Mortgages	$	88.6	$	5.7	$	17.8	$	9.8	$	55.3
Revolving Line of Credit		2.5		-		2.5		-		-
Capital Lease Obligations		0.1		0.1		-		-		-
Operating Lease Obligations		0.8		0.2		0.5		0.1		-
Purchase Obligations (1)		1.0		1.0		-		-		-
Other (2)		2.3		-		-		-		2.3
	$	95.3	$	7.0	$	20.8	$	9.9	$	57.6

ITEM 6.	EXHIBITS

	Exhibit No.	Description

	3.1	Form of Amended and Restated Certificate of Incorporation of Griffin Land & Nurseries, Inc. (incorporated by reference to the Form 10 of Griffin Land & Nurseries, Inc., filed April 8, 1997, as amended)

	3.2	Form of Bylaws of Griffin Land & Nurseries, Inc. (incorporated by reference to the Form 10 of Griffin Land & Nurseries, Inc., filed April 8, 1997, as amended)

	10.4	Form of Agricultural Lease between Griffin Land & Nurseries, Inc. and General Cigar Holdings, Inc. (incorporated by reference to the Registration Statement on Form S-1 of General Cigar Holdings, Inc., filed December 24, 1996, as amended)

	10.6	Form of 1997 Stock Option Plan of Griffin Land & Nurseries, Inc. (incorporated by reference to the Form 10 of Griffin Land & Nurseries, Inc., filed April 8, 1997, as amended)

	10.7	Form of 401(k) Plan of Griffin Land & Nurseries, Inc. (incorporated by reference to the Form 10 of Griffin Land & Nurseries, Inc., filed April 8, 1997, as amended)

	10.17	Loan Agreement dated June 24, 1999 (incorporated by reference to Form 10-Q dated August 28, 1999, filed October 8, 1999)

	10.21	Mortgage Deed, Security Agreement, Financing Statement and Fixture Filing with Absolute Assignment of Rents and Leases dated September 17, 2002 between Tradeport Development I, LLC and Farm Bureau Life Insurance Company (incorporated by reference to Form 10-Q dated August 31, 2002, filed October 11, 2002)

	10.22	Letter of Agreement between Griffin Land & Nurseries, Inc. and USAA Real Estate Company (incorporated by reference to Form 10-Q dated August 31, 2002, filed October 11, 2002)

	10.23	Agreement of Purchase and Sale of Partnership Interest between Griffin Land & Nurseries, Inc. and USAA Real Estate Company dated December 3, 2002 (incorporated by reference to Form 10-K dated November 30, 2002, filed February 28, 2003)


	10.24	Mortgage Deed and Security Agreement dated December 17, 2002 between Griffin Center Development IV, LLC and Webster Bank (incorporated by reference to Form 10-K dated November 30, 2002, filed February 28, 2003)

	10.28	Secured Installment Note and First Amendment of Mortgage and Loan Documents dated April 16, 2004 among Tradeport Development I, LLC, and Griffin Land & Nurseries, Inc. and Farm Bureau Life Insurance Company (incorporated by reference to Form 10-Q dated May 29, 2004, filed July 13, 2004)

	10.29	Mortgage Deed Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents dated July 6, 2005 by Tradeport Development II, LLC in favor of First Sunamerica Life Insurance Company (incorporated by reference to Form 10-Q dated May 28, 2005, filed on November 2, 2005)

	10.30	Promissory Note dated July 6, 2005 (incorporated by reference to Form 10-Q dated May 28, 2005, filed on November 2, 2005)

	10.31	Guaranty Agreement as of July 6, 2005 by Griffin Land & Nurseries, Inc. in favor of Sunamerica Life Insurance Company (incorporated by reference to Form 10-Q dated May 28, 2005, filed on November 2, 2005)

	10.32	Amended and Restated Mortgage Deed Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents dated November 16, 2006 by Tradeport Development II, LLC in favor of First Sunamerica Life Insurance Company (incorporated by reference to Form 10-K dated December 2, 2006, filed February 15, 2007)

	10.33	Amended and Restated Promissory Note dated November 16, 2006 (incorporated by reference to Form 10-K dated December 2, 2006, filed February 15, 2007)

	10.34	Guaranty Agreement as of November 16, 2006 by Griffin Land & Nurseries, Inc. in favor of Sunamerica Life Insurance Company (incorporated by reference to Form 10-K dated December 2, 2006, filed February 15, 2007)

	10.35	Employment Agreement by and between Imperial Nurseries, Inc. and Gregory Schaan dated January 1, 2001, as amended April 9, 2008 (incorporated by reference to Form 10-Q dated March 1, 2008, filed April 10, 2008)

	10.36 *	Construction Loan and Security Agreement dated February 6, 2009 by and between Tradeport Development III, LLC, Griffin Land & Nurseries, Inc., and Berkshire Bank


	10.37	$12,000,000 Construction Note dated February 6, 2009 (incorporated by reference to Form 10-Q dated February 28, 2009, filed April 9, 2009)

	10.38	Revolving Line of Credit Loan Agreement dated February 27, 2009 between Griffin Land & Nurseries, Inc. and Doral Bank, FSB (incorporated by reference to Form 10-Q dated February 28, 2009, filed April 9, 2009)

	10.39	$10,000,000 Promissory Note (Revolving Line of Credit) dated February 27, 2009 (incorporated by reference to Form 10-Q dated February 28, 2009, filed April 9, 2009)

	10.40 *	Loan and Security Agreement dated July 9, 2009 between Griffin Land & Nurseries, Inc. and People’s United Bank

	10.41	$10,500,000 Promissory Note dated July 9, 2009 (incorporated by reference to Form 10-Q dated August 29, 2009, filed October 8, 2009)

	10.42	Mortgage and Security Agreement dated January 27, 2010 between Riverbend Crossings III Holdings, LLC and NewAlliance Bank (incorporated by reference to Form 10-Q dated February 27, 2010, filed, April 8, 2010)

	10.43	$4,300,000 Promissory Note dated January 27, 2010 (incorporated by reference to Form 10-Q dated February 27, 2010, filed, April 8, 2010)

	31.1 *	Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.2 *	Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

	32.1 *	Certifications of Chief Executive Officer Pursuant to 18 U.S.C.
		Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	32.2 *	Certifications of Chief Financial Officer Pursuant to 18 U.S.C.
		Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

		GRIFFIN LAND & NURSERIES, INC.

		BY: /s/ FREDERICK M. DANZIGER
Date: July 7, 2010		Frederick M. Danziger
		President and Chief Executive Officer


		BY: /s/ ANTHONY J. GALICI
Date: July 7, 2010		Anthony J. Galici
		Vice President, Chief Financial Officer and Secretary,
		Chief Accounting Officer

BORROWER:		TRADEPORT DEVELOPMENT III, LLC BY
		GRIFFIN LAND & NURSERIES, INC.,
		ITS SOLE MEMBER

/s/Thomas M. Daniels		By:/s/Frederick M. Danziger
Witness		Its duly authorized

/s/Thomas M. Lescalleet
Witness


GUARANTOR:		GRIFFIN LAND & NURSERIES, INC.

/s/Thomas M. Daniels		By:/s/Frederick M. Danziger
Witness		Its duly authorized

/s/Thomas M. Lescalleet
Witness


LENDER:		BERKSHIRE BANK

/s/Peter Shrair		By:/s/Joseph Marullo
Witness		Its duly authorized

/s/Candace Goodreau
Witness

ID	Task Name	Duration	Completion Date

1	Selection of Construction Manager	64 days	01/08/09
2	Contract Construction Manager	0 days	01/08/09
3	Design	86 days	02/08/09
4	Civil Drawings	80 days	01/30/09
5	Structural Drawings	20 days	02/09/09
6	Architectural	20 days	02/05/09
7	MEP’s	20 days	02/09/09
8	Contract – Sitework	1 day	01/05/09
9	Permits	20 days	02/09/09
10	Order long lead items	42 days	04/08/09
11	Structural Steel	8 weeks	04/08/09
12	Reinforcing rods	20 days	03/09/09

14	CONSTRUCTION	147 days	07/26/09
15	Site work	104 days	05/24/09
16	Erosion control	3 days	01/08/09
17	Cuts and fills	31 days	02/20/09
18	Prepare building sub-grade	10 days	03/06/09
19	Utilities	60 days	05/29/09
20	Site improvements	100 days	07/19/09
21	Retaining walls	20 days	04/03/09
22	Road gravel	10 days	06/01/09
23	Binder course of paving	3 days	06/03/09
24	Top course of paving	2 days	07/17/09
25	Loam and seed – Landscaping	10 days	07/15/09
26	Building Construction	108 days	07/26/09
27	Building Shell	90 days	07/05/09
28	Foundations – warehouse	20 days	03/27/09
29	Foundation insulation – warehouse	5 days	03/27/09
30	Underground plumbing & Electrical	20 days	04/10/09
31	Prep. Building slab	15 days	04/10/09
32	Building Slab on grade – warehouse	20 days	05/08/09
33	Form and cast Tilt panels	20 days	05/22/09
34	Erect tilt panels	10 days	06/05/09
35	Structural Steel, deck and joist	55 days	06/26/09
36	Masonry walls	9 days	04/23/09
37	Roofing	30 days	07/03/09
38	Rack Installation begins	0 days	07/01/09
39	O.H. doors	9 days	06/18/09
40	Windows	10 days	06/19/09
41	Painting	20 days	07/03/09

42	Interior work	51 days	07/20/09
43	Rough Fire Protection	40 days	07/10/09
44	Rough Plumbing	10 days	06/11/09
45	Rough HVAC	20 days	06/11/09
46	Rough Electrical	30 days	06/26/09
47	Loading dock equipment	10 days	07/10/09
48	Finish Fire Protection	15 days	07/24/09
49	Finish Plumbing	20 days	07/09/09
50	Finish HVAC	20 days	07/09/09
51	Finish Electrical	20 days	07/24/09
52	Inspections	14 days	07/26/09
53	Plumbing	1 day	07/10/09
54	Electrical	1 day	07/27/09
55	Fire Alarm	1 day	07/28/09
56	Building	1 day	07/29/09
57	Project Closeout	10 days	07/29/09
58	As-Built Plans and O & M’s	10 days	07/30/09
59	Punch List	10 days	07/30/09
60	Certificate of Occupancy	1 day	07/30/09
61	Certificate of Substantial Completion	0 days	07/30/09

Year	Month	Estimated Costs	% Complete	Lease Commission	Bank Legal	Bank Points	Other	Total	% Complete

2008	Sept.	$10,271	-					$10,271	-
	Oct.	$258,747	2%					$258,747	2%
	Nov.	$148,996	1%		$50,000			$198,996	1%
	Dec.	$12,629	-					$12,629	-
2009	Jan.	$1,131,930	8%					$1,131,930	7%
	Feb.	$1,121,881	15%	$270,550	$35,000	$180,000	$15,000	$1,622,431	10%
	Mar.	$1,271,113	24%		$15,000			$1,286,113	8%
	April	$2,824,360	43%					$2,824,360	18%
	May	$4,049,162	70%					$4,049,162	26%
	June	$2,795,035	89%					$2,795,035	18%
	July	$950,091	95%					$950,091	6%
	Aug.	$294,685	97%					$294,685	2%
	Sept.	-	-	$270,550				$270,550	2%
		$14,868,900						$15,705,000

1/19/2009	$100,000
1/21/2009	$100,000
1/23/2009	$100,000
1/26/2009	$125,000
1/28/2009	$125,000
1/30/2009	$125,000
2/03/2009	$125,000
2/05/2009	$125,000
2/10/2009	$ 89,718
	$1,014,718

BASE BUILDING COSTS

General Contract	9,183,100	30.19	Guaranteed price bid.
Site Construction	3,596,400	11.82	Includes off site utilities and FP. Excludes remediation (see Land Allocation)
Concrete	0	0.00
Masonry	0	0.00
Metals	0	0.00
Wood and Plastics	0	0.00
Thermal and Moisture Protection	0	0.00
Doors and Windows	0	0.00
Finishes	0	0.00
Specialties	0	0.00
Equipment	0	0.00
Furnishings	0	0.00
Special Construction	0	0.00
Conveying Systems	0	0.00
Mechanical	0	0.00
Electrical	0	0.00
Fees and Permits	660,000	2.17
Sub-total Base Building Costs	13,439,500	44.18

General Conditions	150,000	0.49	Cap @ 1.5% of Sub-total Base Building Costs less Fees & Permits.
Contingency	136,400	0.45	Cap @ 1% of Sub-total Base Building Costs.
Total Base Building Costs	13,725,900	45.12

LAND COSTS
Land Allocation	5,000,000	16.44	58 acre parcel. Includes land for Expansion Premises.
Site Remediation	1,143,000	3.76	Substantially incurred. Includes excavation & remediation monitoring.
Total Land Costs	6,143,000	20.19

LEASING COSTS

Lease Commission	541,100	1.78	As per commission agreement. Initial rent of $4.70/SF + 3% Annually.
Legal	60,000	0.20
Total Leasing Costs	601,100	1.98

FINANCING COSTS
Points	180,000	0.59	1.5 pts on $12,000,000.
Construction Interest Carry	200,000	0.66	As per CBRE draw Schedule.
Legal	50,000	0.16
Environmental	2,000	0.01	Phase 1 only. All other is provided for under Site Remediation
Bank Appraisal	6,000	0.02	As per Berkshire Bank.
Other Fees	7,000	0.02	As per Berkshire. Presumes 7 Inspections.
Total Financing Costs	445,000	1.46


TOTAL PROJECT COSTS	20,915,000	68.75

BORROWER'S REQUISITION	___________________________

BORROWER:	___________________________

LENDER:	___________________________

PROJECT:	___________________________

LOAN AMOUNT:	$__________________________

REQUISITION NO.:

PERIOD COVERED:

1.	Direct Costs incurred to the end of period covered (from Schedule I):	_____________

2.	Total Direct Costs incurred:	_____________

3.	Less amount previously advanced:	_____________

4.	Account requisitioned for period covered:	_____________

5.	Balance to complete:	_____________

6.	Total of lines 2 & 5:	_____________

7.	Indirect Costs incurred to end of period covered (from Schedule II):	_____________

TO:	(“Lender")

FROM:	_____________________________
	_____________________________ ("Contractor")

RE:	(Construction of ____________________________________ (the “Owner”)

CONTRACTOR:		___________________________________

	By:	___________________________________
		Its duly authorized

TO:	(“Lender")

FROM:	_____________________________ ("Architect")

RE:	(Construction of (“Owner”)