Exhibit 10.8
THIRD MODIFICATION OF MORTGAGE
AND SECURITY AGREEMENT
This Third
Modification of Mortgage and Security Agreement (“
Third Modification ”) made effective as of the
30 th day of September, 2008, by and
between UNIGENE LABORATORIES, INC., a Delaware corporation
authorized to do business in New Jersey, having offices at 110
Little Falls Road, Fairfield, New Jersey 07004 (the “
Mortgagor ”), and JAY LEVY, with an address at
2150 Center Avenue, Fort Lee, New Jersey 07024 (the “
Mortgagee ”).
WHEREAS, in connection with a loan
which Mortgagee provided to Mortgagor, Mortgagor executed and
delivered a Mortgage and Security Agreement, dated July 13,
1999, to Mortgagee (the “ Original Mortgage
”), with respect to property located in the Township of
Fairfield, County of Essex and State of New Jersey, as more
particularly described in the Original Mortgage (the “
Premises ”), which Original Mortgage was
recorded in the Essex County Register’s Office;
WHEREAS, in connection with certain
other loans which Mortgagee provided to Mortgagor, Mortgagor
executed and delivered a Modification of Mortgage and Security
Agreement to Mortgagee dated August 5, 1999 (the “
First Modification ”), which was recorded in
the Essex County Register’s Office with respect to the
Premises;
WHEREAS, in connection with a
restructuring and consolidation of the notes which were secured by
the Original Mortgage, as modified by the First Modification (the
“ Amended Mortgage ”), Mortgagor executed
and delivered a second Modification of Mortgage and Security
Agreement to Mortgagee dated May 10, 2007 (the “
Second Modification ”), which was recorded in
the Essex County Register’s Office with respect to the
Premises; and
WHEREAS, Mortgagee and Mortgagor now
wish to further modify the Amended Mortgage, as modified by the
Second Modification (the “ Consolidated
Mortgage ”), by the execution and filing of this
Third Modification, such that the Consolidated Mortgage, as
modified by this Third Modification (the “
Mortgage ”), shall be subject to the terms and
conditions set forth herein.
NOW, THEREFORE, the parties agree as
follows:
1. Subordination of Mortgage.
This instrument and the rights, remedies and obligations evidenced
hereby are subordinate in the manner and to the extent set forth in
that certain Affiliate Subordination Agreement (as amended,
restated, modified or supplemented from time to time, the “
Subordination Agreement ”), dated as of
September 30, 2008, by and among Mortgagee, Mortgagor and
Victory Park Management, LLC (“ Victory
”), among others, to the Senior Debt (as defined in
the
