Submenú cell0

The Buyer shall pay for and cancel for the benefit of the Seller the excise tax stamps required to be affixed to the foreclosure deed by the law of The Commonwealth of Massachusetts. The Buyer shall pay all recording fees in connection with the transfer of the Property.

13. CONSTRUCTION OF AGREEMENT

This instrument, executed in triplicate, is to be construed as a Massachusetts contract, is to take effect as a sealed instrument, sets forth the entire contract between the parties, is binding upon and inures to the parties hereto and their respective heirs, devisees, executors, administrators, successors and assigns, and may be canceled, modified or amended only by a written instrument executed by both the Seller and the Buyer. If two or more persons are named herein as Buyer, their obligations hereunder shall be joint and several. The captions and {Client Files\BAN\032868\0114\FORECLOSURE\01466567.DOC;1}

marginal notes are used only as a matter of convenience and are not to be considered a part of this Memorandum or to be used in determining the intent of the parties to it.

THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURES APPEAR ON THE FOLLOWING PAGE

{Client Files\BAN\032868\0114\FORECLOSURE\01466567.DOC;1} 6

IN WITNESS WHEREOF, the parties have executed this Memorandum as a sealed instrument as of the date first written above.

CLINTON SAVINGS BANK

By:____________________________________ Name:

Title:

JEROME J. MANNING & CO. INC.

By:____________________________________ Name: Justin J. Manning

Title: President _____________________________[BUYER] _______________________________________ Printed Name: _______________________________________ Address _______________________________________ Telephone Number _______________________________________ Social Security Number

{Client Files\BAN\032868\0114\FORECLOSURE\01466567.DOC;1} 7

EXHIBIT A

MORTGAGEE'S NOTICE OF SALE OF REAL ESTATE

By virtue and in execution of the power of sale contained in a certain Mortgage and Security Agreement (Including Collateral Assignment of Rents and Leases) given by TALL PINES REALTY CORP. to CLINTON SAVINGS BANK, which Mortgage is dated as of November 4, 2002 and recorded with the Worcester District Registry of Deeds (the “Registry”) in Book 28021, Page 89, as amended by First Amendment to Mortgage and Security Agreement dated December 20, 2005 and recorded with the Registry in Book 38068, Page 207 and by Second Amendment to Mortgage and Security Agreement dated January 11, 2006 and recorded with the Registry in Book 38193, Page 356 (collectively the “Mortgage”), and of which Mortgage the undersigned is the present holder, for breach of the conditions of the Mortgage and for the purpose of foreclosing the same, will be sold at Public Auction at 11:00 A.M., on Wednesday, the 29th day of July, 2009, at the premises hereinafter described, all and singular the premises described in the Mortgage, together with all buildings thereon, all rights of way or uses, servitudes, licenses, tenements, rents, leases, hereditaments, appurtenances, easements and other rights now or hereafter existing, belonging or pertaining thereto, all fixtures and other articles of every kind and nature whatsoever now or hereafter owned or leased by Tall Pines Realty Corp. and used or procured for use in connection with the operation, maintenance, construction, improvement and rehabilitation of the Premises, insofar as the same are, or can by agreement of the parties be made, a part of the real estate, including, without limiting the generality of the foregoing, any and all boilers, pumps, tanks, electric panel switchboards, lighting equipment and wiring, heating, plumbing and ventilating apparatus, sprinklers, if any, elevators, escalators, refrigerating, air conditioning and air-cooling equipment and other building service equipment (said real estate, improvements, rights, fixtures and other articles being collectively called the “Premises”), to wit:

“The parcels of land located partly in Clinton and partly in Berlin, Worcester County, Massachusetts, described as follows:

PARCEL I containing 109.6 acres; PARCEL II containing 38.17 acres; PARCEL III containing 15.09 acres; PARCEL IV containing 48.09 acres.

All of the above parcels being shown on a Plan of Land in Clinton & Berlin, Mass., prepared for Tall Pines Realty Corp., Scale 1” = 175’, dated May 2002, by David E. Ross Associates, Inc., recorded in the Worcester District Registry of Deeds in Plan Book 781, Plan 21.

Subject to the terms and conditions of a special permit issued by the Zoning Board of Appeals for the Town of Clinton recorded in said Registry at Book 26732, Page 166.

For Title Reference, see deeds recorded in said Registry at Book 26553, Page 277, Book 26553, Page 284, Book 26553, Page 260, and Book 26732, Page 161.”,

excepting (a) the land in Berlin, Massachusetts shown as Parcels III and IV on the above- referenced plan recorded with the Registry in Plan Book 781, Plan 21, (b) Unit 616 of The Oaks (hereinafter defined) known as 616 Devenwood Way, (c) Unit 206 of The Maples (hereinafter defined) known as 206 Cherrywood Lane, (d) the land off Woodland Circle shown as Parcels A900, A1100, A1300, A1500, A1700, A200, A2000, A2100, and C2300 on plan recorded with the Registry in Plan Book 797, Plan 105, released pursuant to a Partial Release dated February 8, 2005 and recorded with the Registry in Book 35748, Page 196, and (e) certain condominium units released pursuant to partial releases given by Clinton Savings Bank with respect to the Mortgage, including without limitation with respect to the following units in certain of the condominiums as defined and set forth below, which partial releases are dated and recorded with the Registry as follows:

Unit No., Condominium Date; Book-Page 201, 203, 205 Cherrywood Lane, The

Maples

12/16/03; 32498-370

408 Fernwood Lane, The Oaks 1/29/04; 33202-348 208, 210 and 212 Cherrywood Lane,

The Maples

4/8/04; 33265-328

406 Fernwood Lane, The Oaks 3/3/04; 33307-305 404 Fernwood Lane, The Oaks 4/12/04; 33310-201 412 Fernwood Lane, The Oaks 4/13/04; 33327-301 607 Devenwood Way, The Birches 4/21/04; 33427-141 416 Fernwood Lane, The Oaks 4/21/04; 33429-266 410 Fernwood Lane, The Oaks 5/3/04; 33532-265 424 Fernwood Lane, The Oaks 5/3/04; 33541-117 603 Devenwood Way, The Birches 5/6/04; 33585-49 422 Fernwood Lane, The Oaks 5/3/04; 33640-293 414 Fernwood Lane, The Oaks 5/21/04; 33696-53 606 Devenwood Way, The Oaks 5/21/04; 33698-264 608 Devenwood Way, The Oaks 6/8/04; 33828-298 615 Devenwood Way, The Birches 6/11/04; 33894-234 605 Devenwood Way, The Birches 6/11/04; 33931-250 601 Devenwood Way, The Birches 6/11/04; 33974-104 609 Devenwood Way, The Birches 6/11/04; 34015-45 617 Devenwood Way, The Birches 7/14/04; 34123-378 611 Devenwood Way, The Birches 7/6/04; 34169-103

Unit No., Condominium Date; Book-Page 619 Devenwood Way, The Birches 7/20/04; 34192-133 614 Devenwood Way, The Oaks 7/26/04; 34241-160 602 Devenwood Way, The Oaks 7/26/04; 34251-84 621 Devenwood Way, The Birches 7/26/04; 34290-92 625 Devenwood Way, The Birches 8/6/04; 34374-90 604 Devenwood Way, The Oaks 8/6/04; 34378-254 620 Devenwood Way, The Oaks 8/6/04; 34398-370 623 Devenwood Way, The Birches 8/6/04; 34412-104 627 Devenwood Way, The Birches 8/11/04; 34426-227 610 Devenwood Way, The Oaks 8/6/04; 34440-249 629 Devenwood Way, The Birches 8/11/04; 34468-227 420 Fernwood Lane, The Oaks 8/25/04; 34479-131 622 Devenwood Way, The Oaks 8/13/04; 34479-162 418 Fernwood Lane, The Oaks 8/11/04; 34503-229 624 Devenwood Way, The Oaks 9/10/04; 34582-18 628 Devenwood Way, The Oaks 9/27/04; 34704-236 635 Devenwood Way, The Birches 9/27/04; 34709-173 637 Devenwood Way, The Birches 9/27/04; 34721-100 618 Devenwood Way, The Oaks 9/27/04; 34719-390 612 Devenwood Way, The Oaks 10/4/04; 34782-389 626 Devenwood Way, The Oaks 10/4/04; 34782-399 634 Devenwood Way, The Oaks 10/18/04; 34867-385 632 Devenwood Way, The Oaks 10/18/04; 34875-140 631 Devenwood Way, The Birches 10/18/04; 34890-123 639 Devenwood Way, The Birches 10/25/04; 34916-217 426 Fernwood Lane, The Oaks 10/25/04; 34918-248 636 Devenwood Way, The Oaks 10/25/04; 34935-42 643 Devenwood Way, The Birches 11/1/04; 34995-50 630 Devenwood Way, The Oaks 11/8/04; 35050-177 642 Devenwood Way, The Oaks 11/8/04; 35051-398

Unit No., Condominium Date; Book-Page 645 Devenwood Way, The Birches 11/8/04; 35063-334 641 Devenwood Way, The Birches 11/15/04; 35097-132 640 Devenwood Way, The Oaks 11/15/04; 35095-286 613 Devenwood Way, The Birches 6/11/04; 35105-59 647 Devenwood Way, The Birches 11/29/04; 35211-90 644 Devenwood Way, The Oaks 12/29/04; 35227-236 653 Devenwood Way, The Birches 12/6/04; 35255-264 433 Boxwood Lane, The Oaks 12/6/04; 35260-377 655 Devenwood Way, The Birches 12/6/04; 35365-151 304 Sprucewood Lane, The Aspens 1/10/05; 35501-61 659 Devenwood Way, The Birches 1/3/05; 35505-66 504 Linwood Court, The Oaks 1/18/05; 35537-360 431 Boxwood Lane, The Oaks 1/18/05; 35545-400 508 Linwood Court, The Oaks 2/4/05; 35674-363 506 Linwood Court, The Oaks 2/11/05; 35716-360 501 Linwood Court, The Oaks 3/3/05; 35896-204 651 Devenwood Way, The Birches 3/3/05; 35908-106 310 Sprucewood Lane, The Aspens 3/22/05; 35952-263 505 Linwood Court, The Oaks 3/28/05; 36063-204 669 Devenwood Way, The Birches 4/11/05; 36115-370 509 Linwood Court, The Oaks 4/19/05; 36151-305 511 Linwood Court, The Oaks 4/26/05; 36218-77 513 Linwood Court, The Oaks 5/10/05; 36310-13 667 Devenwood Way, The Birches 5/10/05; 36309-76 104 Candlewood Lane, The Aspens 6/14/05; 36587-108 657 Devenwood Way, The Birches 7/5/05; 36784-123 308 Sprucewood Lane, The Aspens 7/5/05; 36796-258 312 Sprucewood Lane, The Aspens 7/5/05; 36896-309 432 Boxwood Lane, The Oaks 7/22/05; 36909-349 105 Candlewood Lane, The Aspens 7/22/05; 36910-215

Unit No., Condominium Date; Book-Page 430 Boxwood Lane, The Oaks 8/3/05; 37054-68 806 Ledgewood Way, The Oaks 8/12/05; 37116-244 808 Ledgewood Way, The Oaks 8/12/05; 37154-135 507 Linwood Court, The Oaks 9/8/05; 37333-105 804 Ledgewood Way, The Oaks 9/20/05; 37373-285 638 Devenwood Way, The Oaks 9/20/05; 37423-23 649 Devenwood Way, The Birches 9/20/05; 37483-294 802 Ledgewood Way, The Oaks 10/3/05; 37514-390 512 Linwood Court, The Oaks 10/13/05; 37607-117 815 Ledgewood Way, The Birches 10/13/05; 37596-293 810 Ledgewood Way, The Oaks 10/24/05; 37650-112 671 Devenwood Way, The Birches 10/24/05; 37651-57 502 Linwood Court, The Oaks 10/24/05; 37681-261 661 Devenwood Way, The Birches 11/9/05; 37835-339 663 Devenwood Way, The Birches 11/18/05; 37871-180 822 Ledgewood Way, The Oaks 12/5/05; 37976-65 816 Ledgewood Way, The Oaks 12/5/05; 37982-114 102 Candlewood Lane, The Aspens 12/29/05; 38124-91 814 Ledgewood Way, The Oaks 1/4/06; 38179-296 819 Ledgewood Way, The Birches 2/21/06; 38492-372 633 Devenwood Way, The Birches 4/13/06; 38922-272 510 Linwood Court, The Oaks 8/23/06; 39627-133 820 Ledgewood Way, The Oaks 9/26/06; 39848-220 818 Ledgewood Way, The Oaks 10/2/06; 39922-122 817 Ledgewood Way, The Birches 10/24/06; 40056-378 665 Devenwood Way, The Birches 11/3/06; 40137-7 812 Ledgewood Way, The Oaks 12/22/06; 40563-76 811 Ledgewood Way, The Birches 2/27/07; 40736-298 111 Applewood Lane, The Aspens 5/25/07; 41214-257 208 Cherrywood Lane, The Maples 6/25/07; 41376-40

Unit No., Condominium Date; Book-Page 203 Cherrywood Lane, The Maples 6/26/07; 41392-104 210 Cherrywood Lane, The Maples 7/3/07; 41450-70 204 Cherrywood Lane, The Maples 7/11/07; 41476-154 821 Ledgewood Way, The Birches 7/23/07; 41589-378 202 Cherrywood Lane, The Maples 7/31/07; 41598-193 825 Ledgewood Way, The Birches 8/7/07; 41627-274 827 Ledgewood Way, The Birches 7/31/07; 41636-363 803 Ledgewood Way, The Birches 8/9/07; 41652-358 110 Applewood Lane, The Aspens 8/9/07; 41707-204 813 Ledgewood Way, The Birches 9/4/07; 41760-11 809 Ledgewood Way, The Birches 10/10/07; 41925-321 801 Ledgewood Way, the Birches 10/10/07; 41932-64 823 Ledgewood Way, The Birches 10/24/07; 41987-17 805 Ledgewood Way, The Birches 10/30/07; 42008-6 824 Ledgewood Way, The Oaks 9/11/07; 42059-143 807 Ledgewood Way, The Birches 1/10/08; 42307-379, 380 205 Cherrywood Lane, The Maples 2/5/08; 42395-207 201 Cherrywood Lane, The Maples 3/12/08; 42555-377 302 Sprucewood Lane, The Aspens 3/31/08; 42833-247 212 Cherrywood Lane, The Maples 6/19/08; 43054-100 306 Sprucewood Lane, The Aspens 7/17/08; 43156-172 826 Ledgewood Way, The Oaks 11/6/08; 43498-62 828 Ledgewood Way, The Oaks 12/9/08; 43588-277 1402 Kenwood Way, The Aspens 2/6/09; 43785-325.

Certain portions of the Premises are now known as the following condominiums:

1. THE MAPLES CONDOMINIUM AT THE WOODLANDS (“The Maples”), a condominium established by Master Deed dated October 30, 2003 and recorded with Registry in Book 32148, Page 88, as amended and restated from time to time (“The Maples Master Deed”), with respect to Parcel A200 as shown on a plan recorded with the Registry in Plan Book 797, Plan 105 (the “Plan”);

2. THE BIRCHES CONDOMINIUM AT THE WOODLANDS (“The Birches”), a condominium established by Master Deed dated October 30, 2003 and recorded with Registry in Book 32148, Page 50, as amended and restated from time to time (“The Birches Master Deed”), with respect to Parcel A602 as shown on the Plan;

3. THE OAKS CONDOMINIUM AT THE WOODLANDS (“The Oaks”), a condominium established by Master Deed dated October 30, 2003 and recorded with Registry in Book 32148, Page 126, as amended and restated from time to time (“The Oaks Master Deed”), with respect to Parcel A400 and Parcel A601 as shown on the Plan;

4. THE ASPENS CONDOMINIUM AT THE WOODLANDS (“The Aspens”), a condominium established by Master Deed dated January 10, 2005 and recorded with Registry in Book 35491, Page 181, as amended and restated from time to time (“The Aspens Master Deed”), with respect to Parcels A100, A100B, A300 and A300B as shown on plan recorded with the Registry in Plan Book 820, Plan 58; and

5. THE BRIARWOOD CONDOMINIUM AT THE WOODLANDS (“The

Briarwood”), a condominium established by Master Deed dated November 14, 2005 and recorded with Registry in Book 37788, Page 150, as amended and restated from time to time (“The Briarwood Master Deed”), with respect to Parcel A2000 as shown on the Plan;

(The Maples Master Deed, The Birches Master Deed, The Oaks Master Deed, The Aspens Master Deed and The Briarwood Master Deed are collectively referred to herein as the “Master Deeds”).

The Premises will be sold and conveyed subject to and with the benefit of the terms, conditions and provisions of each of:

a. the Master Deeds;

b. the condominium trust created with respect to The Maples by a Declaration of Trust dated October 30, 2003 and recorded with the Registry in Book 32148, Page 109, as amended and restated from time to time (“The Maples Condominium Trust”);

c. the condominium trust created with respect to The Oaks by a Declaration of Trust dated October 30, 2003 and recorded with the Registry in Book 32148, Page 148, as amended and restated from time to time (“The Oaks Condominium Trust”);

d. the condominium trust created with respect to The Birches by a Declaration of Trust dated October 30, 2003 and recorded with the Registry in Book 32148, Page 71, as amended and restated from time to time (“The Birches Condominium Trust”);

e. the condominium trust created with respect to The Aspens by a Declaration of Trust dated January 10, 2005 and recorded with the Registry in Book 35491, Page 207, as amended and restated from time to time (“The Aspens Condominium Trust”);

f. the condominium trust created with respect to The Briarwood by a Declaration of Trust dated November 14, 2005 and recorded with the Registry in Book 37788, Page 172, as

amended and restated from time to time (“The Briarwood Condominium Trust”) (The Maples Condominium Trust, The Birches Condominium Trust, The Maples Condominium Trust, The Aspens Condominium Trust and The Briarwood Condominium Trust collectively the “Condominium Trusts”);

g. Declaration of Covenants, Conditions and Restrictions for The Woodlands Homeowners’ Association as declared by Tall Pines Realty Corp., recorded with the Registry on November 4, 2003 in Book 32148, Page 18;

h. all of the mortgagor’s right, title and interest as grantor in and to each of the Condominium Trusts and the Master Deeds, including any and all rights and easements for phasing which allow the creation of additional condominium units;

i. Subordination and Collateral Assignment Agreement [The Oaks Condominium at the Woodlands] dated as of December 16, 2003 by and between Clinton Savings Bank and Tall Pines Realty Corp., recorded with the Registry in Book 32498, Page 385;

j. Subordination and Collateral Assignment Agreement [The Maples Condominium at the Woodlands] dated as of December 16, 2003 by and between Clinton Savings Bank and Tall Pines Realty Corp., recorded with the Registry in Book 32498, Page 390;

k. Subordination and Collateral Assignment Agreement [The Birches Condominium at the Woodlands] dated as of December 16, 2003 by and between Clinton Savings Bank and Tall Pines Realty Corp., recorded with the Registry in Book 32498, Page 395; and

l. any and all restrictions, easements, improvements, outstanding tax titles, municipal and other public taxes, assessments, liens, or claims in the nature of liens and existing encumbrances of record created prior to the Mortgage or to which the Mortgage has been subordinated of record, whether or not reference to such restrictions, easements, improvements, liens or encumbrances is made in the Foreclosure Deed.

The Mortgagee reserves the right to postpone the sale to a later date by public proclamation at the time and date appointed for the sale and to further postpone at any adjourned sale date by public proclamation at the time and date appointed for the adjourned sale date.

The Mortgagee also reserves the right to sell the Premises in whole or in part.

In the event that the successful bidder at the sale shall default in purchasing the Premises according to the terms of this Notice of Sale and/or the terms of the Memorandum of Sale executed at the time of foreclosure, the Mortgagee reserves the right to sell the Premises by Foreclosure Deed and Affidavit of Sale to the second highest bidder provided that the second highest bidder shall deposit with Mortgagee's attorneys, Bowditch & Dewey, LLP, the amount of the required deposit as set forth herein within three (3) business days after written notice of default of the previous highest bidder and title shall be conveyed to said second highest bidder within twenty (20) days of said written notice.

Terms of sale: A deposit of TWENTY-FIVE THOUSAND DOLLARS ($25,000.00) by certified or bank check will be required to be paid by the purchaser at the time and place of sale.

The balance is to be paid by certified or bank check at Bowditch & Dewey, LLP, 311 Main Street, Worcester, Massachusetts 01608 within thirty (30) days from the date of sale. The successful bidder shall be required to sign a Memorandum of Sale containing the above terms and additional terms at the time and place of sale. The successful bidder shall be required to guarantee payment of the amount bid and entered on the Memorandum of Sale and performance thereunder and the shall have no claim to any excess of the sale price of the Premises over the amount bid.

In the event of an error in this Notice of Sale, the description of the Premises contained in the Mortgage shall control.

Other terms, if any, to be announced at the sale.

CLINTON SAVINGS BANK Present Holder of Mortgage George W. Tetler III, Esq.

Bowditch & Dewey, LLP 311 Main Street

P.O. Box 15156

Worcester, MA 01615-0156

Attorneys for Clinton Savings Bank Published: July 6, 13 and 20, 2009

SECONDARY MEMORANDUM OF SALE

This Secondary Memorandum of Sale is made this 29th day of July, 2009 by and among

CLINTON SAVINGS BANK, a Massachusetts banking corporation with a principal place of

business at 200 Church Street, Clinton, Massachusetts 01510 (the “Seller”), JEROME J.

MANNING & CO. INC., of 179 Old King’s Highway, Yarmouth Port, Massachusetts 02675

(the “Auctioneer”) and ________________________________________________________, or nominee (the “Buyer”).

1. MORTGAGEE’S SALE AT PUBLIC AUCTION

Pursuant to a public auction conducted July 29, 2009 by the Auctioneer on behalf of the Seller as foreclosing mortgagee, in exercise of the Power of Sale contained in a Mortgage and Security Agreement (Including Collateral Assignment of Rents and Leases) given by TALL PINES REALTY CORP. to CLINTON SAVINGS BANK, which Mortgage is dated as of November 4, 2002 and recorded with the Worcester District Registry of Deeds (the “Registry”) in Book 28021, Page 89, as amended by First Amendment to Mortgage and Security Agreement dated December 20, 2005 and recorded with the Registry in Book 38068, Page 207 and by Second Amendment to Mortgage and Security Agreement dated January 11, 2006 and recorded with the Registry in Book 38193, Page 356 (collectively the “Mortgage”), the real property described below (the “Property”) in accordance with the terms hereof and in accordance with the Additional Terms and Conditions of Mortgagee’s Sale as announced at the time and place of sale, which Additional Terms and Conditions of Mortgagee’s Sale are incorporated herein by reference, was sold to: __________________________________________ as the highest registered bidder.

Buyer, as the next highest bidder, hereby agrees to purchase the Property for the amount of the next highest bid price set forth below in accordance with the terms hereof if the highest registered bidder fails to purchase the Property in accordance with the terms of the Memorandum of Sale signed by the highest registered bidder as those terms may be amended at the discretion of Seller.

Notwithstanding this Secondary Memorandum of Sale, Buyer agrees that Seller may sell the Property to the highest registered bidder on whatever terms and conditions it deems acceptable in amendment of the terms of the Memorandum of Sale executed by Seller and the highest registered bidder.

Upon completion of a sale and transfer of the Property to the highest registered bidder or his nominee, any deposit tendered by Buyer hereunder and any interest earned on the deposit shall be refunded and all rights hereunder shall cease.

2. DESCRIPTION OF THE PROPERTY

The Property shall mean the rights, powers and easements reserved in the Master Deed of The Oaks Condominium at the Woodlands (the “Condominium”), a condominium established by Master Deed dated October 30, 2003 and recorded with the Registry in Book 32148, Page 126, as amended and restated in an instrument dated February 3, 2004 and recorded with the Registry in Book 32996, Page 164 (as further amended from time to time, collectively, the “Master {Client Files\BAN\032868\0114\FORECLOSURE\01467795.DOC;1}

Deed”) by the Declarant of the Master Deed, including without limitation the right and power to create additional phases of the Condominium allowing for the creation of additional units as may be described in the Master Deed and subject to and with the benefit of the provisions of the Master Deed and the Declaration of The Oaks Condominium at The Woodlands Trust dated October 30, 2003 and recorded with the Registry in Book 32148, Page 148, as amended and restated in an instrument dated July 1, 2004 and recorded with the Registry in Book 34220, Page 357. The Buyer understands that any exercise of the rights, powers and easements reserved, including without limitation, the creation of any additional phases, may be conditional upon additional governmental authorization, license or permit.

The Property is referenced in the Notice of Mortgagee’s Sale of Real Estate, a copy of