Unassociated Document


     

    Return
to:

     

    Jerry
Saccone, Esq.

    McGuireWoods
LLP

    1345
Avenue of the Americas

    7th
Floor

    New  York,
New York 10105-0106

     

    OPEN-END
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

    SECURITY
AGREEMENT AND FINANCING STATEMENT

     

    (Collateral
is or includes fixtures)

    (To
be filed in Real Property Records)

     

    dated
as of October 25, 2010

     

    by

     

    HY-TECH
MACHINE, INC.

    as
Mortgagor,

     

    to

     

    CAPITAL
ONE LEVERAGE FINANCE CORP.,

    as
agent for Certain Finance Parties, as Lenders,

    Mortgagee.

    


    THIS
IS AN OPEN-END MORTGAGE UNDER 42 Pa.C.S.A §8143 WHICH SECURES FUTURE
ADVANCES.  THE MAXIMUM AMOUNT SECURED BY THIS MORTGAGE IS $22,000,000,
PLUS ACCRUED BUT UNPAID INTEREST, FEES, COSTS EXPENSES, AND ADVANCES MADE AS
PROVIDED HEREIN.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	TABLE
      OF CONTENTS	 	 	 
	 	 	 	 	 
	 
      	
                                                                 
      

                                                              	 	
                                                                Page

                                                              	 
	 	 	 	 	 	 
	
                                                                ARTICLE
      I DEFINITIONS

                                                              	 	 	2	 
	 	 	 	 	 	 
	
                                                                Section
      1.01

                                                              	
                                                                Definitions.

                                                              	 	 	2	 
	
                                                                Section
      1.02

                                                              	
                                                                Interpretation.

                                                              	 	 	6	 
	 	 	 	 	 	 
	
                                                                ARTICLE
      II CONVEYANCE OF ENCUMBERED PROPERTY

                                                              	 	 	6	 
	 	 	 	 	 	 
	
                                                                Section
      2.01

                                                              	
                                                                Grant.

                                                              	 	 	6	 
	
                                                                Section
      2.02

                                                              	
                                                                Revolver
      Loans and Letters of Credit.

                                                              	 	 	7	 
	 	 	 	 	 	 
	
                                                                ARTICLE
      III REPRESENTATIONS, WARRANTIES AND  COVENANTS OF THE
      MORTGAGOR

                                                              	 	 	7	 
	 	 	 	 	 	 
	
                                                                Section
      3.01

                                                              	
                                                                Title.

                                                              	 	 	7	 
	
                                                                Section
      3.02

                                                              	
                                                                Compliance
      with Law.

                                                              	 	 	8	 
	
                                                                Section
      3.03

                                                              	
                                                                Intentionally
      Deleted.

                                                              	 	 	8	 
	
                                                                Section
      3.04

                                                              	
                                                                Taxes
      Paid.

                                                              	 	 	8	 
	
                                                                Section
      3.05

                                                              	
                                                                Condition
      of Improvements.

                                                              	 	 	8	 
	
                                                                Section
      3.06

                                                              	
                                                                Options.

                                                              	 	 	9	 
	
                                                                Section
      3.07

                                                              	
                                                                Loan
      Agreement.

                                                              	 	 	9	 
	
                                                                Section
      3.08

                                                              	
                                                                Payment
      of Taxes, Liens and Charges.

                                                              	 	 	9	 
	
                                                                Section
      3.09

                                                              	
                                                                Intentionally
      Deleted.

                                                              	 	 	10	 
	
                                                                Section
      3.10

                                                              	
                                                                Waste;
      Plans; Use.

                                                              	 	 	10	 
	
                                                                Section
      3.11

                                                              	
                                                                Insurance.  

                                                              	 	 	11	 
	
                                                                Section
      3.12

                                                              	
                                                                Casualty; Restoration of
      Casualty Damage.  

                                                              	 	 	11	 
	
                                                                Section
      3.13

                                                              	
                                                                Condemnation/Eminent
      Domain.  

                                                              	 	 	11	 
	
                                                                Section
      3.14

                                                              	
                                                                Assignment
      of Leases and Rents.

                                                              	 	 	11	 
	
                                                                Section
      3.15

                                                              	
                                                                Restrictions
      on Transfers and Encumbrances.

                                                              	 	 	13	 
	
                                                                Section
      3.16

                                                              	
                                                                Security
      Agreement.

                                                              	 	 	13	 
	
                                                                Section
      3.17

                                                              	
                                                                Filing
      and Recording.

                                                              	 	 	13	 
	
                                                                Section
      3.18

                                                              	
                                                                Further
      Assurances.

                                                              	 	 	13	 
	
                                                                Section
      3.19

                                                              	
                                                                Additions
      to Encumbered Property.

                                                              	 	 	14	 
	
                                                                Section
      3.20

                                                              	
                                                                No
      Claims Against the Mortgagee.

                                                              	 	 	14	 
	
                                                                Section
      3.21

                                                              	
                                                                Environmental.

                                                              	 	 	14	 
	
                                                                Section
      3.22

                                                              	
                                                                Maintenance of Encumbered
      Property.  

                                                              	 	 	14	 
	 	 	 	 	 	 
	
                                                                ARTICLE
      IV DEFAULTS AND REMEDIES

                                                              	 	 	14	 
	 	 	 	 	 	 
	
                                                                Section
      4.01

                                                              	
                                                                Events
      of Default.

                                                              	 	 	14	 
	
                                                                Section
      4.02

                                                              	
                                                                Demand
      for Payment.

                                                              	 	 	14	 
	
                                                                Section
      4.03

                                                              	
                                                                Rights
      to Take Possession, Operate and Apply Revenues.

                                                              	 	 	15	 
	
                                                                Section
      4.04

                                                              	
                                                                Right
      to Cure the Mortgagor’s Failure to Perform.

                                                              	 	 	16	 
	
                                                                Section
      4.05

                                                              	
                                                                Right
      to a Receiver.

                                                              	 	 	16	 
	
                                                                Section
      4.06

                                                              	
                                                                Foreclosure
      and Sale.

                                                              	 	 	16	 
	
                                                                Section
      4.07

                                                              	
                                                                Other
      Remedies.

                                                              	 	 	16	 


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        - ii
-

        
          

        

      

      
         


      

    


    Table of Contents
(cont.)

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	 	
                                Page

                              	 
	 
      	 
      	 	 	 
	
                                Section
      4.08

                              	
                                Application
      of Sale Proceeds and Rents.

                              	 	 	17	 
	
                                Section
      4.09

                              	
                                The Mortgagor as Tenant Holding
      Over.

                              	 	 	17	 
	
                                Section
      4.10

                              	
                                Waiver
      of Appraisement, Valuation, Stay, Extension and Redemption
      Laws.

                              	 	 	18	 
	
                                Section
      4.11

                              	
                                Discontinuance of
      Proceedings.

                              	 	 	18	 
	
                                Section
      4.12

                              	
                                Suits to Protect the Encumbered
      Property.

                              	 	 	18	 
	
                                Section
      4.13

                              	
                                Filing Proofs of
      Claim.

                              	 	 	18	 
	
                                Section
      4.14

                              	
                                Possession by the
      Mortgagee.

                              	 	 	18	 
	
                                Section
      4.15

                              	
                                Waiver.

                              	 	 	18	 
	
                                Section
      4.16

                              	
                                Remedies
      Cumulative.

                              	 	 	19	 
	 	 	 	 	 
	
                                ARTICLE
      V MISCELLANEOUS

                              	 	 	19	 
	 	 	 	 	 	 
	
                                Section
      5.01

                              	
                                Partial
      Invalidity.

                              	 	 	19	 
	
                                Section
      5.02

                              	
                                Notices.

                              	 	 	20	 
	
                                Section
      5.03

                              	
                                Successors and
      Assigns.

                              	 	 	21	 
	
                                Section
      5.04

                              	
                                Mortgagee.

                              	 	 	21	 
	
                                Section
      5.05

                              	
                                Satisfaction
      and Cancellation.

                              	 	 	22	 
	
                                Section
      5.06

                              	
                                Other Loan
      Documents.

                              	 	 	23	 
	
                                Section
      5.07

                              	
                                Subrogation.

                              	 	 	23	 
	
                                Section
      5.08

                              	
                                Mortgagee
      Powers.

                              	 	 	23	 
	
                                Section
      5.09

                              	
                                Enforceability of
      Mortgage.  

                              	 	 	24	 
	
                                Section
      5.10

                              	
                                Amendments.

                              	 	 	24	 
	
                                Section
      5.11

                              	
                                Applicable
      Law.  

                              	 	 	24	 
	
                                Section
      5.12

                              	
                                Waiver of Jury
      Trial.

                              	 	 	24	 
	 
      	 
      	 	 	 	 
	
                                ARTICLE
      VI PENNSYLVANIA LAW PROVISION

                              	 	 	24	 
	 	 	 	 	 	 
	
                                Section
      6.01

                              	
                                Open-End Mortgage.

                              	 	 	24	 
	
                                Section
      6.02

                              	
                                Action
      in Ejectment.

                              	 	 	25	 


                      

                    

                  

                

              

            

          

        

      

    

    


    Exhibits:

     

    
      	
               
      

            	
              Exhibit
      A

            	
              –

            	
              Legal
      Description

            


    

    
      	
               
      

            	
              Exhibit
      B

            	
              –

            	
              Permitted
      Encumbrances

            


    

    
      	
               
      

            	
              Exhibit
      C

            	
              –

            	
              Subject
      Leases

            


    

     

    
      
         


      

      
        - iii
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    OPEN-END
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

    SECURITY
AGREEMENT AND FINANCING STATEMENT

     

    COLLATERAL
IS OR INCLUDES FIXTURES

     

    THIS OPEN-END MORTGAGE, ASSIGNMENT OF
LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT (as amended,
supplemented or modified from time to time, this “Mortgage”) is dated
as of October 25, 2010 and is made by HY-TECH MACHINE, INC., a
Delaware corporation, mortgagor, having an office c/o P&F Industries, Inc.,
at 445 Broadhollow Road, Suite 100, Melville NY 11746 (the “Mortgagor”), to CAPITAL ONE LEVERAGE FINANCE
CORP., as Agent for the benefit of the Finance Parties referred to in the
Loan Agreement (as defined below), having an office at 265 Broadhollow Road,
Melville, New York 11747 (in such capacity, together with its successors,
substitutes and assigns, the “Mortgagee”).

     

    Continental
Tool Group, Inc., a Delaware corporation, Countrywide Hardware, Inc., a Delaware
corporation, Embassy Industries, Inc., a New York corporation, Green
Manufacturing Inc., a Delaware corporation, Pacific Stair Products, Inc., a
Delaware corporation, and Woodmark International L.P., a Delaware limited
partnership (collectively, the “Guarantor Parties”) and P&F Industries,
Inc., a Delaware corporation, Florida Pneumatic Manufacturing Corporation, a
Florida corporation, Hy-Tech Machine, Inc., a Delaware corporation, and
Nationwide Industries, Inc., a Florida corporation (collectively, the “Borrower”), have
entered into a Loan and Security Agreement (collectively, as amended, restated,
modified or supplemented from time to time and including any agreement extending
the maturity of, refinancing or otherwise restructuring all or any portion of
the obligations of the Guarantor Parties and the Borrower under such agreement
or any successor agreement, the “Loan Agreement”)
among the Guarantor Parties, the Borrower, and the banks and other lending
institutions from time to time party thereto (each a “Lender” and,
collectively, the “Lenders”) Capital One
Leverage Finance Corp., as Agent, Swingline Lender and an Issuing Bank (together
with its successor or successors in each such capacity, the “Agent”, the “Swingline Lender” and
an “Issuing
Bank”).

     

    Pursuant
to the Loan Agreement, the Lenders have agreed to extend credit to the Borrower
(i) in the form of the Revolver Loans in the aggregate principal amount of up to
$15,910,000, (ii) in the form of Term Loans in the aggregate principal amount of
$6,090,000 and having a final scheduled maturity date of October 25, 2013 and
(iii) in the form of Letters of Credit in the aggregate principal amount of up
to $5,000,000.  Subject to the limitation set forth in Section 5.13
below, the maximum principal amount of indebtedness that may be secured by this
Mortgage is $22,000,000.  The last scheduled maturity date of the
Revolver Loans, Letters of Credit and Term Loans is October 25,
2013.

     

    The
Lenders, each Issuing Bank, the Swingline Lender, the Agent, each co-agent or
sub-agent appointed by the Agent from time to time pursuant to the Loan
Agreement, the Agent, and each Indemnitee and their respective successors and
assigns are herein referred to individually as a “Finance Party” and
collectively as the “Finance
Parties”.

     

    To induce
the Finance Parties to enter into the Loan Documents and as a condition
precedent to the obligations of the Finance Parties under the Loan Agreement,
Guarantor Parties and each other Person who guaranties payment or performance of
any Obligations, (collectively the “Guarantors”, and
together with the Borrower, each a “Loan Party” and,
collectively, the “Loan Parties”) have
agreed, jointly and severally, to provide a guaranty of all obligations of the
Borrower and the other Loan Parties under or in respect of the Loan
Documents.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    The
Mortgagor is a Guarantor and, accordingly is a “Loan Party”.  It will
receive not insubstantial benefits from the credit accommodations made and to be
made by the Finance Parties under the Loan Documents.  To induce the
Finance Parties to enter into the Loan Documents, the Mortgagor has agreed to
mortgage, grant a lien on and a grant a security interest in the Encumbered
Property to secure the Obligations.

     

    Accordingly,
the parties hereto agree as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    Section
1.01       Definitions.  Terms used herein
without definition which are defined in the introductory section thereof or in
the Loan Agreement shall have the respective meanings set forth
therein.  The following additional terms, as used herein, have the
following meanings:

     

     “Encumbered Property”
means:

     

    (i)           all
of the Mortgagor’s right, title and interest in and to the fee interest, if any,
in the parcel or parcels of land described on Exhibit A hereto (the “Land”) and
incorporated herein by this reference, together with any after-acquired estate
of the Mortgagor in the Land, and  together with all rights
appurtenant thereto, including without limitation, all strips and gores within
or adjoining the Land, all estate, right, title, interest, claim or demand of
the Mortgagor in the streets, roads, sidewalks, alleys and ways adjacent thereto
(whether or not vacated and whether public or private and whether open or
proposed), all easements over adjoining land granted by any easement agreements,
covenants or restrictive agreements, all of the tenements, hereditaments,
easements, reciprocal easement agreements, rights pursuant to any trackage
agreement, rights to the use of common drive entries, rights-of-way and other
rights, privileges and appurtenances thereunto belonging or in any way
pertaining thereto, all reversions, remainders, dower and right of dower,
curtesy and right of curtesy, all of the air space and right to use air space
above such property, all transferable development rights arising therefrom or
transferred thereto, all water and water rights and water rights applications
(whether riparian, littoral, appropriative or otherwise, and whether or not
appurtenant), all pumps, pumping plants, pipes, flumes and ditches thereunto
appertaining, all rights and ditches for irrigation, all utility rights, sewer
rights, all oil, gas and other minerals and mineral substances (which term shall
include all gypsum, anhydrite, coal, lignite, hydrocarbon or other fossil
materials or substances, fissionable materials or substances and all other
minerals of any kind or character, whether gaseous, liquid or hard minerals,
whether similar or dissimilar to those named, whether now or hereafter found to
exist and whether associated with the surface or mineral estate) in, on or under
the Land or produced, saved or severed from the Land, all mineral, mining,
gravel, oil, gas, hydrocarbon rights and other rights to produce or share in the
production of anything related to such property, all drainage, crop, timber,
agricultural, and horticultural rights with respect to such property, and all
other appurtenances appurtenant to such property, including without limitation,
any now or hereafter belonging or in any way appertaining thereto, and all
claims or demands of the Mortgagor, either at law or in equity, in possession or
expectancy, now or hereafter acquired, of, in or to the same (the Land and all
of the foregoing being sometimes referred to herein collectively as the “Premises”);


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

     

    (ii)          all
of the Mortgagor’s right, title and interest in and to all buildings,
improvements, fixtures and other structures or improvements of any kind now or
hereafter erected or located upon the Land, including, but not limited to, all
building materials, water, sanitary and storm sewers, drainage, electricity,
steam, gas, telephone and other utility facilities, parking areas, roads,
driveways, walks and other site improvements; and all additions and betterments
thereto and all renewals, substitutions and replacements thereof, owned or to be
owned by the Mortgagor or in which the Mortgagor has or shall acquire an
interest, to the extent of the Mortgagor’s interest therein, now or hereafter
erected or located upon the Land (collectively, the “Improvements”);

     

    (iii)         all
of the Mortgagor’s right, title and interest in and to the following
(collectively, the “Personal
Property”):

     

    (A)           all
personal property and fixtures of every kind and nature whatsoever which are now
or hereafter located on, attached to, incorporated in (regardless of where
located) or affixed to the Premises or the Improvements or used or useful in
connection with the ownership, construction, maintenance, repair,
reconstruction, alteration, addition, improvement, operation, mining, use or
occupancy of the Premises or the Improvements, including, without limitation,
all goods, inventory, construction materials, equipment, mining equipment,
tools, furniture, furnishings, fittings, fixtures, supplies, computers and
computer programs, carpeting, draperies, blinds, window treatments, racking and
shelving systems, heating, lighting, plumbing, ventilating, air conditioning,
refrigerating, incinerating and/or compacting plants, systems and equipment,
elevators, escalators, appliances, stoves, ranges, refrigerators, vacuum, window
washing and other cleaning and building service systems, call systems, sprinkler
systems and other fire prevention and extinguishing apparatus and materials,
cables, antennae, pipes, ducts, conduits, machinery, apparatus, motors, dynamos,
engines, compressors, generators, boilers, stokers, furnaces, pumps, tanks,
appliances, garbage systems and pest control systems and all of Mortgagor’s
present and future “goods”, “equipment” and “fixtures” (as such terms are
defined in the UCC) and other personal property, including without limitation
any such personal property and fixtures which are leased, and all repairs,
attachments, betterments, renewals, replacements, substitutions and accessions
thereof and thereto; provided however, the term Personal Property does not
include any of the items set forth in this Section (iii)(A) to the extent that
any of such items are owned by a tenant of Mortgagor occupying all or a part of
the Premises pursuant to a written lease approved by Mortgagee as herein
provided.

     

    (B)           all
general intangibles now owned or hereafter acquired by the Mortgagor and
relating to the design, development, operation, management and use of the
Premises or the Improvements, including, but not limited to, all contract
rights, trademarks, trade names, logos, symbols, books, records, chattel paper,
claims, deposits, accounts, escrows and other rights relating to the name and
style under which the Premises and the Improvements are
operated;


    
      
         


      

      
        - 3
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    (iv)           all
of Mortgagor’s right, title and interest in and to all approvals,
authorizations, building permits, certificates of occupancy, zoning variances,
use permits, certifications, entitlements, exemptions, franchises, licenses,
orders, variances, plat plan approvals, environmental approvals, air pollution
authorities to construct and permits to operate, sewer and waste discharge
permits, national pollutant discharge elimination system permits, water permits,
zoning and land use entitlements and all other permits, whether now existing or
hereafter issued to or obtained by or on behalf of the Mortgagor, with respect
to the Premises or the Improvements and are given or issued by any governmental
or quasi-governmental authority, whether now existing or hereafter created (as
the same may be amended, modified, renewed or extended from time to time, and
including all substitutions and replacements therefor), all rights under and
pursuant to all construction, service, engineering, consulting, management,
access, supply, leasing, architectural and other similar contracts with respect
to the design, construction, management, operation, occupancy and/or use of the
Premises and Improvements, all rights under all purchase agreements, sales
agreements, option contracts, land contracts and contracts for the sale of oil,
gas and other minerals or any of them, with respect to the Premises or the
Improvements, architectural, engineering or construction drawings, plans,
specifications, operating manuals, computer programs, computer data, maps,
surveys, soil tests, feasibility studies, appraisals, environmental studies,
engineering reports and similar materials with respect to the Premises and
Improvements, and all payment and performance bonds or warranties or guarantees
relating to the Premises or the Improvements, all to the extent assignable
(collectively, the “Permits, Plans and
Contracts”);

     

    (v)           all
of Mortgagor’s interest in and rights under all leases, occupancy agreements or
licenses (under which the Mortgagor is landlord or licensor) and subleases
(under which the Mortgagor is sublandlord), concession, franchise, management,
mineral or other agreements relating to the use or occupancy of the Premises or
the Improvements or any part thereof for any purpose, or the extraction or
taking of any gas, oil, water or other minerals from the Premises, whether now
or hereafter existing or entered into (including any use or occupancy
arrangements created pursuant to Section 365(d) of the Bankruptcy Code or
otherwise in connection with the commencement or continuance of any bankruptcy,
reorganization, arrangement, insolvency, dissolution, receivership or similar
proceedings, or any assignment for the benefit of creditors, in respect of any
tenant or occupant of any portion of the Premises or the Improvements), and all
guaranties thereof and all amendments, modifications, supplements, extensions or
renewals thereof (collectively, the “Leases”), and all
rents, issues, profits, revenues, charges, fees, receipts, royalties, proceeds
from the sale of oil, gas and/or other minerals (whether gaseous, liquid or hard
minerals, whether similar or dissimilar to those named and whether associated
with the surface or mineral estate), accounts receivable, cash or security
deposits and other deposits (subject to the prior right of the tenants making
such deposits) and income, and other benefits now or hereafter derived from the
Leases and/or any portion of the Premises or the Improvements or the use or
occupancy thereof (including any payments received pursuant to Section 502(b) of
the Bankruptcy Code or otherwise in connection with the commencement or
continuance of any bankruptcy, reorganization, arrangement, insolvency,
dissolution, receivership or similar proceedings, or any assignment for the
benefit of creditors, in respect of any tenant or other occupants of any portion
of the Premises or the Improvements and all claims as a creditor in connection
with any of the foregoing) and all payments of a similar nature, now or
hereafter, including during any period of redemption, derived from the Premises
or the Improvements or any other portion of the Encumbered Property and all
proceeds from the cancellation, surrender, sale or other disposition of the
Leases (collectively, the “Rents”);

     

    (vi)           all
of the Mortgagor’s right, title and interest in and to all refunds or rebates of
real and personal property taxes or charges in lieu of taxes, heretofore or now
or hereafter assessed or levied against all or any of the Premises, the
Improvements, the Personal Property, the Leases, the Rents and the Permits,
Plans and Contracts, including interest thereon, and the right to receive the
same, whether such refunds or rebates relate to fiscal periods before or during
the term of this Mortgage;


    
      
         


      

      
        - 4
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    (vii)        all
of the Mortgagor’s right, title and interest in and to all insurance policies
and the proceeds thereof, now or hereafter in effect with respect to all or any
of the Premises, the Improvements, the Personal Property, the Leases, the Rents
and the Permits, Plans and Contracts, including, without limitation, any and all
title insurance proceeds, and all unearned premiums and premium refunds,
accrued, accruing or to accrue under such insurance policies, and all awards
made for any taking of or damage to all or any of the Premises, the
Improvements, the Personal Property, the Leases, the Rents and the Permits,
Plans and Contracts, by eminent domain, or by any purchase in lieu thereof, and
all awards resulting from a change of grade of streets or for severance damages,
and all other proceeds of the conversion, voluntary or involuntary, of all or
any of the Premises, Improvements, the Personal Property, the Leases, the Rents
and the Permits, Plans and Contracts, into cash or other liquidated claims, and
all judgments, damages, awards, settlements and compensation (including interest
thereon) heretofore or hereafter made to the present and all subsequent owners
of the Premises, Improvements, the Personal Property, the Leases, the Rents and
the Permits, Plans and Contracts, or any part thereof for any injury to or
decrease in the value thereof for any reason;

     

    (viii)       all
of the Mortgagor’s right, title and interest in and to the
following:

     

    (A)           all
right, in the name and on behalf of the Mortgagor, to appear in and defend any
action or proceeding brought with respect to all or any of the Premises,
Improvements, the Personal Property, the Leases, the Rents and the Permits,
Plans and Contracts, and to commence any action or proceeding to protect the
interest of the Mortgagor in all or any of the Premises, Improvements, the
Personal Property, the Leases, the Rents and the Permits, Plans and
Contracts;

     

    (B)           all
right and power to encumber further all or any of the Premises, Improvements,
the Personal Property, the Leases, the Rents and the Permits, Plans and
Contracts, or any part thereof;

     

    (C)           all
rights, titles, interests, estates or other claims, both in law and in equity,
which the Mortgagor now has or may hereafter acquire in any of the Premises, the
Improvements, the Personal Property, the Leases, the Rents or the Permits, Plans
and Contracts, or in and to any greater estate in all or any of the Premises,
the Improvements, the Personal Property, the Leases, the Rents and the Permits,
Plans and Contracts; and

     

    (D)           all
property hereafter acquired or constructed by the Mortgagor of the type
described above which shall forthwith, upon acquisition or construction thereof
by the Mortgagor and without any act or deed by any party, become subject to the
lien and security interest of this Mortgage as if such property were now owned
by the Mortgagor and were specifically described in this Mortgage and were
specifically conveyed or encumbered hereby; and

     

    (ix)         
all accessions, additions or attachments to, and proceeds or products of, any of
the foregoing.

     

    Anything
contained in this Mortgage to the contrary notwithstanding, neither the term
“Personal Property” nor the term “Encumbered Property” shall include (a) any
intellectual property rights (including, without limitation, trade names,
trademarks, logos and symbols) which are used by the Borrower generally
throughout its business operations and not solely with respect to the Premises
or the Improvements.

     

    “Permitted
Encumbrances” means the exceptions and encumbrances set forth on Exhibit
B attached hereto.


    
      
         


      

      
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    “Subject Leases” means
the leases described on Exhibit C attached hereto.

     

    Section
1.02        Interpretation.  As used in this
Mortgage, the singular shall include the plural as the context requires and the
following words and phrases shall have the following meanings:  (i)
“including” shall mean “including but not limited to”; (ii) “provisions” shall
mean “provisions, terms, covenants and/or conditions”; (iii) “lien” shall mean
“lien, charge, encumbrance, security interest, mortgage, Mortgage”; (iv)
“obligation” shall mean “obligation, duty, covenant and/or condition”; and (v)
“any of the Encumbered Property” shall mean “the Encumbered Property or any part
thereof or interest therein.”  Any act that the Mortgagee is permitted
to perform hereunder may be performed at any time and from time to time by the
Mortgagee or any person or entity designated by the Mortgagee.  Any
act which is prohibited to the Mortgagor hereunder is also prohibited to all
lessees of any of the Encumbered Property.  Each appointment of the
Mortgagee as attorney-in-fact for the Mortgagor under this Mortgage is
irrevocable, with power of substitution and coupled with an
interest.  Subject to the applicable provisions hereof, the Mortgagee
has the right to refuse to grant its consent, approval or acceptance or to
indicate its satisfaction, in its sole discretion, whenever such consent,
approval, acceptance or satisfaction is required hereunder.

     

    ARTICLE
II

    CONVEYANCE
OF ENCUMBERED PROPERTY

     

    Section
2.01       Grant.  To secure the
full and punctual payment of the Obligations in accordance with the terms
thereof, including the performance of all of the obligations of (i) the
Mortgagor hereunder, (ii) of the Guarantor Parties and the Borrower under the
Loan Agreement, the Revolver Loan, Term Loan, Letters of Credit and the other
Loan Documents, (iii) of any Guarantor Party under its Guaranty and (iv) of each
Finance Party under any other Loan Document, the Mortgagor hereby grants,
bargains, sells, transfers, sets over, assigns and conveys as security, a
security interest in, hypothecates, mortgages, pledges and sets over to the
Mortgagee, the Encumbered Property, subject only to the Permitted
Encumbrances.

     

    TO HAVE
AND HOLD the same, together with all privileges, hereditaments, easements and
appurtenances thereunto belonging, to the Mortgagee and the Mortgagee’s
successors and assigns to secure the Obligations; provided, always, and
this instrument is upon the express condition that should the Obligations be
paid according to the tenor and effect thereof when the same shall be due and
payable and should the Mortgagor timely and fully discharge its obligations
hereunder, this Mortgage and the estate hereby granted shall cease and become
void.

     

    This
Mortgage is given to secure not only the existing debt, but also such future
advances, whether such advances are obligatory or are to be made at the option
of Mortgagee or the holder hereof, or otherwise as are made within twenty (20)
years from the date hereof, to the same extent as if such future advances were
made on the date of the execution of this Mortgage.  The total amount
of Obligations that may be so secured by this Mortgage may be increased or
decreased from time to time, but the total unpaid balance so secured at any one
time shall not exceed $22,000,000, plus interest thereon, and any disbursements
made under this Mortgage for the payment of impositions, taxes, assessments,
levies, insurance, or otherwise with interest on such disbursements at the rate
set forth in any applicable instrument, plus any increases in the principal
balance as the result of negative amortization or deferred interest, if
any.  It is agreed that any additional sum or sums advanced by
Mortgagee pursuant to the terms hereof shall be equally secured with and have
the same priority as the original outstanding amount and shall be subject to all
of the terms, provisions and conditions of this Mortgage, whether or not such
additional loans or advances are evidenced by other promissory notes or other
guaranties of Mortgagor and whether or not identified by a recital that it or
they are secured by this Mortgage.  It is further agreed that any
additional promissory note or guaranty or promissory notes or guaranties
executed and delivered pursuant to this paragraph shall automatically be deemed
to be included in the term “Obligations” wherever it appears in the context of
this Mortgage.  Without the prior written consent of Mortgagee, which
Mortgagee may grant or withhold in its sole discretion, Mortgagor shall not file
for record any notice limiting the maximum principal amount that may be secured
by this Mortgage to a sum less than the maximum principal amount set forth in
this paragraph.


    
      
         


      

      
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    Section
2.02        Revolver
Loans and Letters of Credit.  The Obligations
secured by this Mortgage include the Revolver Loans and reimbursement and other
obligations relating to Letters of Credit made, issued or extended under the
Loan Agreement which are advanced, paid and readvanced from time to
time.  Notwithstanding the amount outstanding at any particular time,
this Mortgage secures the total amount of the Obligations.  The unpaid
balance of the Revolver Loans and outstanding disbursements under any Letter of
Credit  and the LC Obligations may at certain times be, or reduced to,
zero.  A zero balance does not affect any Lender’s obligation to make
Revolver Loans or any Issuing Bank’s obligation to issue, extend or renew
Letters of Credit or to make payments upon draws under Letters of Credit, all of
which are obligatory subject to the conditions stated in the Loan Agreement and
Letters of Credit.  Each of the security interest of the Mortgagee
hereunder and the priority of the lien of this Mortgage will remain in full
force and effect with respect to all of the Obligations notwithstanding such a
zero balance, and the lien of this Mortgage will not be extinguished until this
Mortgage has been terminated pursuant to Section 5.05
hereof.

     

    ARTICLE
III

    REPRESENTATIONS,
WARRANTIES AND

    COVENANTS
OF THE MORTGAGOR

     

    The
Mortgagor agrees, covenants, represents and warrants as follows:

     

    Section
3.01        Title.

     

    (a)           The
Mortgagor has good, insurable, fee simple title to the Land and the
Improvements.  The Mortgagor has good and sufficient title to all of
the other Encumbered Property.  This Mortgage is and will remain a
valid and enforceable first lien on, and security interest in, the Encumbered
Property subject to no Liens other than the Permitted
Encumbrances.  The Permitted Encumbrances are all permitted under
Section 10.2.2
of the Loan Agreement.

     

    (b)           Except
for Subject Leases, there are no Leases affecting any portion of the Premises or
Improvements to which Mortgagor is a party.

     

    (c)           The
Mortgagor has good and the corporate power and authority to encumber or grant a
security interest in the Encumbered Property.  The possession of the
Encumbered Property is peaceful and undisturbed and title hereto is not being
disputed or questioned to the best of the Mortgagor’s knowledge.  The
Mortgagor will forever warrant, defend and preserve its title to the Encumbered
Property, the rights of the Mortgagee therein under this Mortgage and the
validity and priority of the lien of this Mortgage thereon against the claims of
all persons and parties except those having rights under the Permitted
Encumbrances to the extent of those rights.

     

    (d)           This
Mortgage, when duly recorded in the appropriate public records and when
financing statements are duly filed in the appropriate public records, will
create a valid, perfected and enforceable first lien upon and security interest
in all the Encumbered Property.  There will be no defenses or offsets
to this Mortgage or to any of the Obligations for so long as any portion of the
Obligations is outstanding.


    
      
         


      

      
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    (e)           The
Permitted Encumbrances do not and will not materially and adversely affect (i)
the ability of the Mortgagor to perform its obligations under this Mortgage and
the other Loan Documents to which it is a party or (ii) the use of the
Encumbered Property for the use currently being made thereof, the operation of
the Encumbered Property as currently being operated.

     

    (f)           The
Encumbered Property has adequate rights of access to public ways and is served
by adequate utilities water, sewer, sanitary sewer and storm drain facilities
for its current use.  All roads necessary for the use of the
Encumbered Property for its current purpose have been completed and dedicated to
public use and accepted by all governmental authorities or are the subject of
access easements for the benefit of the Encumbered Property.

     

    (g)           Except
to the extent that in the aggregate the same would not have a Material Adverse
Effect, there are no pending or, to the knowledge of the Mortgagor, proposed
special or other assessments for public improvements or otherwise affecting the
Encumbered Property, nor, to the knowledge of the Mortgagor, are there any
contemplated improvements to the Encumbered Property that may result in such
special or other assessments.

     

    (h)           All
parties furnishing labor and materials have been paid in full and, except for
such liens or claims insured against by the policy of title insurance to be
issued in connection with this Mortgage, there are no mechanics’, laborers’ or
materialmen’s liens or claims outstanding for work, labor or materials affecting
the Encumbered Property, whether prior to, equal with or subordinate to the lien
of this Mortgage.

     

    Section
3.02        Compliance
with Law.  All of the
Improvements and the use of the Encumbered Property comply with, and shall
remain in compliance with, all applicable statutes, rules, regulations and
private covenants now or hereafter relating to the ownership, construction, use
or operation of the Encumbered Property, including all applicable statutes,
rules and regulations pertaining to requirements for equal opportunity,
antidiscrimination, fair housing, environmental protection, zoning and land use
except for such non-compliance that would not have a Material Adverse
Effect.  The Improvements comply with, and shall remain in compliance
with, applicable health, fire and building codes except for such non-compliance
that would not have a Material Adverse Effect.  To Mortgagor’s
knowledge, there is no evidence of any illegal activities relating to controlled
substances on the Encumbered Property.  All material certifications,
permits, licenses and approvals, including, without limitation, certificates of
completion and occupancy permits, which, to Mortgagor’s knowledge, are required
for the legal use, occupancy and operation of the Encumbered Property for its
current use have been obtained and are in full force and effect except for such
non-compliance that would not have a Material Adverse Effect.  All of
the Improvements comply with all material requirements of any applicable zoning
and subdivision laws and ordinances, including without limitation, parking
requirements except for such non-compliance that would not have a Material
Adverse Effect.

     

    Section
3.03        Intentionally
Deleted.

     

    Section
3.04        Taxes
Paid.  Except for taxes
being contested by appropriate proceedings, the Mortgagor has paid all real
estate taxes and assessments which have become due and payable in respect of the
Encumbered Property, and the Mortgagor has no knowledge of any basis for
additional assessments with respect to such taxes.

     

    Section
3.05        Condition of
Improvements.

     

    (a)           Except
to the extent that in the aggregate the same would not have a Material Adverse
Effect, the Encumbered Property has not been damaged by fire, water, wind or
other cause of loss which has not been fully restored.

     

    
      
         


      

      
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    (b)           Except
to the extent that in the aggregate the same would not have a Material Adverse
Effect, no part of any property subject to this Mortgage has been taken in
condemnation or other like proceeding nor is any proceeding pending or known to
be threatened for the partial or total condemnation or taking of the Encumbered
Property.

     

    Section
3.06        Options.  No tenant,
person, party, firm, corporation or other entity has an option to purchase the
Encumbered Property, any portion thereof or any interest therein.

     

    Section
3.07        Loan
Agreement.

     

    (a)           This
Mortgage is given pursuant to the Loan Agreement.  Each and every term
and provision of the Loan Agreement (except for the governing law provisions
thereof), including the rights, remedies, obligations, covenants, conditions,
agreements, indemnities, representations and warranties of the parties thereto
shall be considered as if a part of this Mortgage.

     

    (b)           If
any remedy or right of the Mortgagee pursuant hereto is acted upon by the
Mortgagee or if any actions or proceedings (including any bankruptcy, insolvency
or reorganization proceedings) are commenced in which the Mortgagee is made a
party and is obliged to defend or uphold or enforce this Mortgage or the rights
of the Mortgagee hereunder or the terms of any Lease, or if a condemnation
proceeding is instituted affecting the Encumbered Property, the Mortgagor will
pay all sums, including reasonable attorneys’ fees and disbursements, actually
incurred (not as imposed by statute) by the Mortgagee related to the exercise of
any remedy or right of the Mortgagee pursuant hereto or for the expense of any
such action or proceeding together with all statutory or other costs,
disbursements and allowances, interest thereon from the date of demand for
payment thereof at a rate equal to the default rate provided for in the Loan
Agreement (the “Default Rate”), and
such sums and the interest thereon shall, to the extent permissible by law, be a
lien on the Encumbered Property prior to any right, title to, interest in or
claim upon the Encumbered Property attaching or accruing subsequent to the
recording of this Mortgage and shall be secured by this Mortgage to the extent
permitted by applicable law.

     

    (c)           Any
payment of amounts due under this Mortgage not made on or before the due date
for such payments shall accrue interest daily without notice from the due date
until paid at the Default Rate, and such interest at the Default Rate shall be
immediately due upon demand by the Mortgagee.

     

    (d)           In
the event of a conflict between the terms of this Mortgage and the terms of the
Loan Agreement, the terms of the Loan Agreement shall govern except with respect
to matters relating to choice of law and the matters described in Articles IV and V of this
Mortgage relating to Pennsylvania rights, remedies and enforcement
matters.

     

    Section
3.08        Payment of Taxes, Liens and
Charges.

     

    (a)           Subject
to the provisions set forth below, the Mortgagor will pay and discharge from
time to time prior to the time when the same shall become delinquent, and before
any interest or penalty accrues thereon or attaches thereto, all taxes of every
kind and nature, all general and special assessments, levies, permits,
inspection and license fees, all water and sewer rents, all vault charges, and
all other public charges, and all service charges, common area charges, private
maintenance charges, utility charges and all other private charges, whether of a
like or different nature, imposed upon or assessed against the Encumbered
Property or any part thereof or upon the Rents from the Encumbered Property or
arising in respect of the occupancy, use or possession thereof. If the Mortgagor
desires to contest or challenge any such tax, lien, charge or assessment in a
manner allowed by law, the Mortgagor shall be allowed to do so provided the
Mortgagee has first agreed in writing to the general procedures to be followed
and prosecuted (such consent not to be unreasonably withheld, delayed or
conditioned), and the approved contest or challenge is thereafter prosecuted in
good faith, with due diligence and at the Mortgagor’s sole cost, expense and
liability and provided Mortgagor makes and pays all such contested amounts as
and when due. At the conclusion of such proceedings, the Mortgagor shall
promptly provide a written report as to the results of the challenge, together
with evidence of payment of any tax, lien, charge, assessment or other amount
found to be due (including, if applicable, all interest, penalties fees and
costs).


    
      
         


      

      
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    (b)           In
the event of the passage of any state, Federal, municipal or other governmental
law, order, rule or regulation subsequent to the date hereof (i) deducting from
the value of real property for the purpose of taxation any lien or encumbrance
thereon or in any manner changing or modifying the laws now in force governing
the taxation of this Mortgage or debts secured by mortgages or deeds of trust
(other than laws governing income, franchise and similar taxes generally) or the
manner of collecting taxes thereon and (ii) imposing a tax to be paid by the
Mortgagee, either directly or indirectly, on this Mortgage, the Loan Agreement
or any other Loan Documents or to require an amount of taxes to be withheld or
deducted therefrom, the Mortgagor will promptly notify the Mortgagee of such
event.  In such event the Mortgagor shall (i) agree to enter into such
further instruments as may be reasonably necessary or desirable to obligate the
Mortgagor to make any applicable additional payments, and (ii) the Mortgagor
shall make all such additional payments.

     

    Section
3.09        Intentionally
Deleted.

     

    Section
3.10        Waste; Plans;
Use.

     

    (a)           The
Mortgagor will not commit any waste on the Encumbered Property or make any
alteration to, or change in the use of, the Encumbered Property that will
materially diminish the utility thereof for the operation of the business
conducted thereon or materially increase the risk of fire or other
hazard.

     

    (b)           To
the extent the same exist on the date hereof or are obtained in connection with
future permitted alterations, the Mortgagor shall maintain a complete set of
final plans, specifications, blueprints and drawings for the Improvements either
at the Encumbered Property or in a particular office at the headquarters of the
Mortgagor to which the Mortgagee shall have access upon reasonable advance
notice.

     

    (c)           Except
to the extent the failure to do the same would not have a Material Adverse
Effect, the Mortgagor shall cause the Premises and the Improvements to be used
in compliance with all existing and future laws, codes, ordinances, rules,
regulations, orders and decrees of governmental authorities and courts having
jurisdiction over the Encumbered Property or the Mortgagor and the requirements
of all Permits.  The Mortgagor shall promptly notify the Mortgagee of
any proposed zoning reclassification, variance, conditional or special use
permit, subdivision plat or annexation affecting the Land.  The
Mortgagor shall at all times comply with in all material respects, and is
currently in compliance in all material respects with, all of its obligations
under all Leases, track agreements, easement agreements, access agreements,
management contracts, pipeline agreements or other contracts or agreements
affecting any portion of the Encumbered Property (collectively, the “Material Agreements”)
and under all other recorded restrictions, conditions, easements and covenants
(“Restrictive
Covenants”) encumbering the Land and shall duly enforce its rights under
all Restrictive Covenants encumbering other property for the benefit of the Land
and/or the Improvements, except to the extent that the failure to do so it would
not have a Material Adverse Effect.  If the Mortgagor receives any
written notice that any Material Agreement or Restrictive Covenant has been
violated, then the Mortgagor shall promptly notify the Mortgagee and take such
steps as the Mortgagee may reasonably require to correct such
violation.

     

    
      
         


      

      
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    Section
3.11       Insurance.  The Mortgagor
will keep the Encumbered Property insured against such risks in the manner
required by the Loan Agreement.  Certificates evidencing the amounts
and effective dates of the coverages required by the Loan Agreement shall be
delivered to the Mortgagee upon request.  All liability policies shall
contain a waiver of subrogation against the Mortgagee.

     

    Section
3.12       Casualty;
Restoration of Casualty Damage.  The Mortgagor
shall give the Mortgagee prompt written notice of any fire or other casualty to
all or any portion of the Encumbered Property (a “Casualty”).  In
the event of a Casualty, the proceeds, damages, awards, claims and rights of
award (collectively, the “Insurance Proceeds”)
with respect to any such Casualty shall be paid to the Mortgagee as required by
the Loan Agreement.

     

    Section
3.13       Condemnation/Eminent
Domain.  The Mortgagor
shall notify the Mortgagee promptly upon obtaining knowledge of any pending or
threatened condemnation or taking of all or substantially all of the Encumbered
Property (a “Condemnation”). Any
awards arising from condemnation shall be paid according to Section 8.6.2(b) of
the Loan Agreement.

     

    Section
3.14        Assignment of Leases and
Rents.

     

    (a)           The
Mortgagor hereby irrevocably, unconditionally and absolutely grants, transfers
and assigns to the Mortgagee all of its right, title and interest in and to all
Leases, together with any and all extensions and renewals thereof for purposes
of securing and discharging the Obligations.  The Mortgagor has not
assigned or executed any assignment of, and will not assign or execute any
assignment of, any Lease or its respective Rents to anyone other than to the
Mortgagee.

     

    (b)           Without
the Mortgagee’s prior written consent (which consent shall not be unreasonably
withheld, conditioned or delayed), the Mortgagor will not (i) enter into,
modify, amend, terminate or consent to the cancellation or surrender of any
Lease, if such entrance, modification, amendment, termination or consent would,
in the reasonable judgment of the Mortgagee, be adverse in any material respect
to the Finance Parties, the value of the Encumbered Property or the liens and
security interests created by this Mortgage or (ii) consent to an assignment of
any tenant’s interest in any Lease or to a subletting thereof covering a
material portion of the Encumbered Property.

     

    (c)           The
Mortgagor has assigned and transferred to the Mortgagee all of the Mortgagor’s
right, title and interest in and to the Rents now or hereafter arising, it being
intended that this assignment establish, subject to Section 3.14(d)
below, an absolute transfer and assignment of all Rents and all Leases to the
Mortgagee and not merely to grant a security interest therein.  Such
assignment to the Mortgagor shall not be construed to bind the Mortgagee to the
performance of any of the covenants, conditions or provisions contained in any
Lease or otherwise impose any obligation upon the
Mortgagee.  Notwithstanding the foregoing, the Mortgagor shall have
the license and right, subject to automatic revocation as provided in Section 3.14(d)
below, to operate and rent, lease or let all or any portion of the Encumbered
Property and to collect, but not more than one month prior to accrual, all of
the Rents.  As provided in Section 3.14(d)
below, the license granted by this Section 3.14(c) is
subject to automatic revocation and thereafter the Mortgagee may, in the
Mortgagor’s name and stead (with or without first taking possession of any of
the Encumbered Property personally or by receiver as provided herein) operate
the Encumbered Property and rent, lease or let all or any portion of any of the
Encumbered Property to any party or parties at such rental and upon such terms
as the Mortgagee shall, in its sole discretion, determine, and may collect and
have the benefit of all of such Rents arising from or accruing at any time
thereafter or that may thereafter become due.


    
      
         


      

      
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    (d)           As
long as no Event of Default has occurred or is continuing, the license granted
under Section
3.14(c) above shall be effective and the Mortgagee shall not exercise any
of its rights under Section 3.14(c)
above, and the Mortgagor shall receive and collect the Rents accruing under any
Lease pursuant to the revocable license granted therein; but upon the occurrence
of any Event of Default and the continuance thereof, the license granted under
Section 3.14(c)
above shall be deemed to be automatically revoked and shall terminate
automatically without notice and the Mortgagee shall be entitled to all of the
Rents without the necessity of the Mortgagee’s taking any action whatsoever, and
the Rents shall thereupon be deemed to be cash collateral for all purposes,
including without limitation for purposes of Section 363 of the Bankruptcy
Code.  Upon the occurrence and during the continuance of any Event of
Default, the Mortgagee may receive and collect all Rents and enter upon the
Premises and Improvements through its officers, agents, employees or attorneys
for such purpose and for the operation and maintenance thereof.  Upon
the occurrence and during any continuance of an Event of Default, the Mortgagor
hereby irrevocably authorizes and directs each tenant, if any, and each
successor, if any, to the interest of any tenant under any Lease, respectively,
to rely upon any notice of a claimed Event of Default sent by the Mortgagee to
any such tenant or any of such tenant’s successors in interest, and thereafter
to pay Rents to the Mortgagee without any obligation or right to inquire as to
whether an Event of Default actually exists and even if notice to the contrary
is received from the Mortgagor, who shall have no right or claim against any
such tenant or successor in interest for any such Rents so paid to the
Mortgagee.  Each tenant or any of such tenant’s successors in interest
from whom the Mortgagee or any officer, agent, attorney or employee of the
Mortgagee shall have collected any Rents, shall be authorized to pay Rents to
the Mortgagor only after such tenant or any of such tenant’s successors in
interest shall have received written notice from the Mortgagee that the Event of
Default is no longer continuing, which notice the Mortgagee shall be obligated
to give if the Mortgagee determines in its reasonable discretion that such Event
of Default is no longer continuing (or if ordered by a court or arbitrator with
jurisdiction), unless and until a further notice of an Event of Default is given
by the Mortgagee to such tenant or any of such tenant’s successors in
interest.

     

    (e)           The
Mortgagee will not become a mortgagee in possession so long as it does not enter
and take actual possession of the Encumbered Property.  In addition,
the Mortgagee shall not be responsible or liable for performing any of the
obligations of the landlord under any Lease, for any waste by any tenants, or
others, for any dangerous or defective conditions of any of the Encumbered
Property, for negligence in the management, upkeep, repair or control of any of
the Encumbered Property or any other act or omission by any other person, unless
Mortgagee takes possession of the Encumbered Property.

     

    (f)           The
Mortgagor shall furnish to the Mortgagee, within 30 days after a written request
by the Mortgagee to do so, a written statement containing the names of all
tenants, subtenants and concessionaires of the Premises or Improvements, the
terms of any Lease, the space occupied and the rentals or license fees payable
thereunder.

     

    (g)           If
an Event of Default occurs, and if there is any applicable law requiring the
Mortgagee to take actual or constructive possession of the Premises (or some
action equivalent thereto, such as securing the appointment of a receiver) in
order for the Mortgagee to “perfect” or “activate” its rights and remedies as
set forth herein, the Mortgagor hereby waives the benefits of any such laws to
the maximum extent allowable.

     

    
      
        
        

      

      
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    (h)           Intentionally
Deleted.


    Section
3.15        Restrictions
on Transfers and Encumbrances.  Except as
permitted hereby, by the Loan Agreement, or by all or any of the other Loan
Documents, the Mortgagor shall not directly or indirectly sell, convey,
alienate, assign, lease, sublease, license, mortgage, pledge, encumber or
otherwise transfer, create, consent to or suffer the creation of any lien,
charges or any form of encumbrance upon any interest in or any part of the
Encumbered Property, or be divested of its title to the Encumbered Property or
any interest therein in any manner or way, whether voluntarily or involuntarily
(other than resulting from a taking), or engage in any common, cooperative,
joint, time-sharing or other congregate ownership of all or part thereof;
provided, however, that the Mortgagor may in the ordinary course of business,
within reasonable commercial standards, enter into easement agreements, licenses
and similar agreements that relate to and/or benefit the operation of the
Encumbered Property or that do not materially or adversely affect the use and
operation of the same (including customary utility easements that service the
Encumbered Property).

     

    Section
3.16        Security
Agreement.  This Mortgage is
both a mortgage and grant of real property and a grant of a security interest in
personal property, and shall constitute and serve as a “security agreement”
within the meaning of the UCC.  The Mortgagor hereby grants unto the
Mortgagee for the benefit of the Finance Parties a security interest in and to
all the Encumbered Property described in this Mortgage that is not real
property, and substantially contemporaneously with the recording of this
Mortgage, the Mortgagee has filed or will file UCC financing statements, and
will file continuation statements prior to the lapse thereof, at the appropriate
offices in the state in which the Premises are located and otherwise may be
required or advisable to perfect the security interest granted by this Mortgage
in all the Encumbered Property that is not real property.  The
Mortgagee shall have all rights with respect to the part of the Encumbered
Property that is the subject of a security interest afforded by the UCC in
addition to, but not in limitation of, the other rights afforded the Mortgagee
hereunder.  The Mortgagor agrees, to the extent permitted by law,
that:  (i) all of the goods described within the definition of the
word “Personal Property” are or may become fixtures on the Land; (ii) this
Mortgage upon recording or registration in the real estate records of the proper
office shall constitute a financing statement filed as a “fixture filing” within
the meaning of the Pennsylvania Uniform Commercial Code; (iii) the Mortgagor is
the record owner of or holds a leasehold interest in, as applicable, the
Premises; and (iv) the addresses of Mortgagor and Mortgagee are as set forth in
Section 5.02 of this Mortgage.  Additionally, this Mortgage shall
constitute a financing statement covering fixtures and/or minerals or the like
(including oil and gas) and/or accounts resulting from the sale thereof at the
wellhead or minehead and, as such, shall be filed for record in the real estate
records of each county in which the Land, or any part thereof, is
located.

     

    Section
3.17        Filing
and Recording.  The Mortgagor
will cause this Mortgage, any other security instrument creating a security
interest in or evidencing the lien hereof upon the Encumbered Property and each
instrument of further assurance to be filed, registered or recorded in such
manner and in such places as may be required by any present or future law in
order to publish notice of and to protect fully the liens and security interests
of the Mortgagee hereby granted in and upon the Encumbered
Property.  The Mortgagor will pay all filing, registration or
recording fees, and all expenses incidental to the execution and acknowledgment
of this Mortgage, any mortgage supplemental hereto, any security instrument with
respect to the Encumbered Property, and any instrument of further assurance and
all Federal, state, county and municipal recording, documentary or intangible
taxes and other taxes, duties, imposts, assessments and charges arising out of
or in connection with the execution, delivery and recording of this Mortgage,
any mortgage supplemental hereto, any security instrument with respect to the
Encumbered Property or any instrument of further assurance.

     

    Section
3.18        Further
Assurances.  The Mortgagor
shall provide such further assurances as required under Section 7.7 of the
Loan Agreement.

     

    
      
         


      

      
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    Section
3.19        Additions
to Encumbered Property.  All right, title
and interest of the Mortgagor in and to all extensions, improvements,
betterments, renewals, substitutes and replacements of, and all additions and
appurtenances to, the Encumbered Property hereafter acquired by or released to
the Mortgagor or constructed, assembled or placed by the Mortgagor upon the
Premises or the Improvements, and all conversions of the security constituted
thereby, immediately upon such acquisition, release, construction, assembling,
placement or conversion, as the case may be, and in each such case without any
further mortgage, conveyance, assignment or other act by the Mortgagor, shall
become subject to the liens and security interests of this Mortgage as fully and
completely and with the same effect as though now owned by the Mortgagor and
specifically described in the grant of the Encumbered Property above, but at any
and all times the Mortgagor will execute and deliver to the Mortgagee any and
all such further assurances, mortgages, conveyances or assignments thereof as
the Mortgagee may reasonably require for the purpose of expressly and
specifically subjecting the same to the liens and security interests of this
Mortgage.

     

    Section
3.20        No Claims
Against the Mortgagee.  Nothing contained
in this Mortgage shall constitute any consent or request by the Mortgagee,
express or implied, for the performance of any labor or services or the
furnishing of any materials or other property in respect of the Encumbered
Property or any part thereof, nor as giving the Mortgagor any right, power or
authority to contract for or permit the performance of any labor or services or
the furnishing of any materials or other property in such fashion as would
permit the making of any claim against the Mortgagee in respect
thereof.

     

    Section
3.21        Environmental.    Reference
is hereby made to the Loan Agreement and other Loan Documents as to the
Mortgagor’s rights, responsibilities and obligations respecting environmental
matters.

     

    Section
3.22        Maintenance
of Encumbered Property.  The Mortgagor
shall cause the Encumbered Property to be maintained as required by the Loan
Agreement, this Mortgage and the other Loan Documents.

     

    ARTICLE
IV

    DEFAULTS
AND REMEDIES

     

    Section
4.01        Events of
Default.  It shall be an
Event of Default under this Mortgage if any Event of Default (as defined in the
Loan Agreement) shall exist under the Loan Agreement or other Loan Documents or
there is a breach by the Mortgagor of any term, condition or provision
hereof.

     

    Section
4.02        Demand
for Payment.  Upon the
occurrence of any Event of Default and during the continuance thereof, in
addition to any other rights and remedies the Mortgagee may have pursuant to the
Loan Documents, or as provided at law or in equity, and without limitation, the
Obligations and all other amounts payable with respect to the Loans, the Letters
of Credit, the Loan Agreement, the Guaranty, this Mortgage and the other Loan
Documents shall become due and payable as provided in the Loan
Agreement.  The Mortgagor shall pay to the Mortgagee upon demand all
such amounts and such further amounts as shall be reasonably incurred (without
regard to statutory presumption) to cover the costs and expenses of collection,
including reasonable attorneys’ fees, disbursements and expenses incurred by the
Mortgagee.  The Mortgagor hereby waives notice of presentment, demand,
protest, acceleration and notice of acceleration.  In case the
Mortgagor shall fail forthwith to pay such amounts or any amounts due under the
Loan Agreement, the Guaranty or any provision of this Mortgage upon the
Mortgagee’s demand, the Mortgagee, in addition to any other rights or remedies
provided herein or at law or equity, shall be entitled and empowered to
institute an action or proceedings at law or in equity as advised by counsel for
the collection of the sums so due and unpaid, to prosecute any such action or
proceedings to judgment or final decree, to enforce any such judgment or final
decree against the Mortgagor and to collect, in any manner provided by law, all
moneys adjudged or decreed to be payable.

     

    
      
         


      

      
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    Section
4.03        Rights to Take Possession,
Operate and Apply Revenues.

     

    (a)           If
an Event of Default shall occur and be continuing, the Mortgagor shall surrender
to the Mortgagee actual possession of the Encumbered Property as provided in the
Loan Agreement.  If and to the extent permitted by applicable law, the
Mortgagee itself, or by such officers or agents as it may appoint, may then
enter and take possession of all the Encumbered Property with or without the
appointment of a receiver or an application therefor, and exclude the Mortgagor
and its agents and employees wholly therefrom, and have access to the books,
papers and accounts of the Mortgagor.

     

    (b)           If
the Mortgagor shall for any reason fail to surrender or deliver the Encumbered
Property or any part thereof after such demand by the Mortgagee, the Mortgagee
may obtain a judgment or decree conferring upon the Mortgagee the right to
immediate possession or requiring the Mortgagor to deliver immediate possession
of the Encumbered Property to the Mortgagee, to the entry of which judgment or
decree the Mortgagor hereby specifically consents.  The Mortgagor will
pay to the Mortgagee, upon demand, all reasonable expenses of obtaining such
judgment or decree, including compensation to the Mortgagee’s attorneys (for
reasonable fees actually incurred (not as imposed by statute)) and agents with
interest thereon at the Default Rate; and all such expenses and compensation
shall, until paid, be secured by this Mortgage.

     

    (c)           If
an Event of Default shall occur and be continuing, the Mortgagee may hold,
store, use, operate, manage and control the Encumbered Property, conduct the
business thereof and, from time to time, (i) make all necessary, proper and
reasonable maintenance, repairs, renewals, replacements, additions, betterments
and improvements thereto and thereon, (ii) purchase or otherwise acquire
additional fixtures, personalty and other property, (iii) insure or keep the
Encumbered Property insured, (iv) manage and operate the Encumbered Property and
exercise all the rights and powers of the Mortgagor to the same extent as the
Mortgagor could in its own name or otherwise with respect to the same or (v)
enter into any and all agreements with respect to the exercise by others of any
of the powers herein granted to the Mortgagee, all as may from time to time be
directed or determined by the Mortgagee to be in its best
interest.  Regardless of whether or not the Mortgagee has entered or
taken possession, the Mortgagee may collect and receive all the Rents, issues,
profits and revenues from the Encumbered Property, including those past due as
well as those accruing thereafter, and, after deducting (i) all expenses of
taking, holding, managing and operating the Encumbered Property (including
compensation for the services of all persons employed for such purposes), (ii)
the costs of all such maintenance, repairs, renewals, replacements, additions,
betterments, improvements, purchases and acquisitions, (iii) the costs of
insurance, (iv) such taxes, assessments and other similar charges as the
Mortgagee may at its option pay, (v) other proper charges upon the Encumbered
Property or any part thereof and (vi) the compensation, expenses and
disbursements of the attorneys and agents of the Mortgagee, the Mortgagee shall
apply the remainder of the moneys and proceeds so received first to the payment
of the Mortgagee for the payment in full and satisfaction of the Obligations,
and second, if there is any surplus, to the Mortgagor, subject to the
entitlement of others thereto under applicable law.

     

    (d)           Whenever,
before any sale of the Encumbered Property under Section 4.06 hereof,
all Obligations that are then due shall have been paid and all Events of Default
fully cured, the Mortgagee will surrender possession of the Encumbered Property
back to the Mortgagor, its successors or assigns.  The same right of
taking possession shall, however, arise again if any subsequent Event of Default
shall occur and be continuing.

     

    
      
         


      

      
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    Section
4.04        Right to
Cure the Mortgagor’s Failure to Perform.  If an Event of
Default shall occur and be continuing, the Mortgagee may pay, perform or observe
the same, and all payments made or costs or expenses incurred by the Mortgagee
in connection therewith shall be secured hereby and shall be, without demand,
immediately repaid by the Mortgagor to the Mortgagee with interest thereon at
the Default Rate.  The Mortgagee shall make the determination as to
the necessity for any such actions and of the amounts to be
paid.  Subject to the notice provisions of the first sentence of this
Section 4.04,
the Mortgagee is hereby empowered to enter and to authorize others to enter upon
the Premises or the Improvements or any part thereof for the purpose of
performing or observing any such defaulted term, covenant or condition without
having any obligation to so perform or observe and without thereby becoming
liable to the Mortgagor, or to any person in possession holding under the
Mortgagor or to any other person.

     

    Section
4.05        Right to
a Receiver.  If an Event of
Default shall occur and be continuing, the Mortgagee, upon application to a
court of competent jurisdiction, shall be entitled as a matter of right to the
appointment of a receiver to take possession of and to operate the Encumbered
Property and to collect and apply the Rents.  The Mortgagor hereby
consents to such appointment and acknowledges and agrees that the Mortgagee
shall be entitled to such appointment without notice and without regard for the
adequacy of security for the Obligations or the solvency of the Mortgagor or any
party liable for the Obligations, subject to applicable law.  The
receiver shall have all of the rights and powers permitted under the laws of the
state wherein the Encumbered Property is located.  The Mortgagor will
pay to the Mortgagee upon demand all expenses, including receiver’s fees,
attorneys’ fees and disbursements that are actually incurred (not as imposed by
statute), costs and agent’s compensation incurred pursuant to the provisions of
this Section
4.05; and all such expenses shall be secured by this Mortgage and shall
be, without demand, immediately repaid by the Mortgagor to the Mortgagee with
interest thereon at the Default Rate.

     

    Section
4.06        Foreclosure and
Sale.

     

    (a)           If
an Event of Default shall occur and be continuing, the Mortgagee may elect to
sell the Encumbered Property or any part of the Encumbered Property by exercise
of the power of foreclosure granted to the Mortgagee by applicable law, this
Mortgage or any other Loan Document.  In such case, the Mortgagee may
commence a civil action to foreclose this Mortgage, in accordance with
applicable law, to satisfy any Obligation.

     

    (b)           The
Encumbered Property may be sold subject to the Permitted Encumbrances, and after
deducting all the costs, fees and expenses of the Mortgagee, including, without
limitation, costs of evidence of title in connection with the sale, the
Mortgagee or an officer that makes any sale shall apply the proceeds of sale in
the manner set forth in Section 4.08
hereof.

     

    (c)           Intentionally
Deleted.

     

    (d)           If
an Event of Default shall occur and be continuing, the Mortgagee may instead of,
or in addition to, exercising the rights described in Section 4.06(a) above
and either with or without entry or taking possession as herein permitted,
proceed by a suit or suits in law or in equity or by any other appropriate
proceeding or remedy (i) to specifically enforce payment of some or all of the
terms of the Loan Documents or the performance of any term, covenant, condition
or agreement of this Mortgage or any other right or (ii) to pursue any other
remedy available to it, at law or in equity, all as the Mortgagee shall
determine most effectual for such purposes.

     

    Section
4.07        Other
Remedies.

     

    (a)           In
case an Event of Default shall occur and be continuing, the Mortgagee may also
exercise, to the extent not prohibited by applicable law, any or all of the
remedies available to a secured party under the UCC, including, to the extent
not prohibited by applicable law, the following:

     

    (i)           in
the case of personal property, exercise those rights and remedies under Section 11.2 of the
Loan Agreement;


    
      
         


      

      
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    (ii)          to
make such payments and do such acts as the Mortgagee may deem necessary to
protect its security interest in the Personal Property including paying,
purchasing, contesting or compromising any encumbrance, charge or lien that is
prior or superior to the security interest granted hereunder, and, in exercising
any such powers or authority, paying all expenses incurred in connection
therewith; or

     

    (iii)         to
enter upon any or all of the Premises or Improvements to exercise the
Mortgagee’s rights hereunder.

     

    (b)           In
connection with a sale of the Encumbered Property and the application of the
proceeds of sale as provided in Section 4.08 of this
Mortgage, the Mortgagee shall be entitled to enforce payment of and to receive
up to the principal amount of the Obligations, plus all other charges, payments
and costs due under this Mortgage, and to recover a deficiency judgment for any
portion of the aggregate principal amount of the Obligations remaining unpaid,
with interest in accordance with the provisions of the Pennsylvania Deficiency
Judgment Act, 42 Pa.C.S.A. § 8103.

     

    Section
4.08        Application of Sale Proceeds
and Rents.

     

    (a)           After
any foreclosure sale of all or any of the Encumbered Property, the proceeds of
the sale together with any Rents that may have been collected and any other sums
that then may be held by the Mortgagee under this Mortgage shall be paid over to
the Agent for application as provided for in Section 11.2 of the
Loan Agreement.

     

    (b)           For
purposes of applying payments received in accordance with this Section 4.08, the
Mortgagee shall be entitled to rely upon the Agent under the Loan Agreement for
a determination (which the Agent and the Finance Parties agree (or shall agree)
to provide upon request of the Mortgagee) of the outstanding Obligations owed to
the Lenders and shall have no liability to any Finance Party for actions taken
in reliance on such information except in the case of its gross negligence or
willful misconduct.  Unless it has actual knowledge (including by way
of written notice from a Lender) to the contrary, the Agent, in furnishing
information pursuant to the preceding sentence, and the Mortgagee, in acting
hereunder, shall be entitled to assume that no Obligations are
outstanding.  All distributions made by the Mortgagee pursuant to this
Section shall be final (except in the event of manifest error), and the
Mortgagee shall have no duty to inquire as to the application by the Finance
Parties of any amounts distributed to them.

     

    (c)           Nothing
contained in this Mortgage shall exculpate the Mortgagor as to, or otherwise
limit the liability of the Mortgagor for, any deficiency between the amount of
the proceeds of the Encumbered Property and the amount of the Obligations,
unless otherwise expressly provided in this Mortgage or any of the other Loan
Documents.

     

    Section
4.09        The
Mortgagor as Tenant Holding Over.  If the Mortgagor
remains in possession of any of the Encumbered Property after any foreclosure
sale by the Mortgagee without the written agreement of Mortgagee, at the
Mortgagee’s election the Mortgagor shall be deemed a tenant holding over and
shall forthwith surrender possession to the purchaser or purchasers at such sale
or be summarily dispossessed or evicted according to provisions of law
applicable to tenants holding over.

     

    
      
        
        

      

      
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    Section
4.10        Waiver of Appraisement,
Valuation, Stay, Extension and Redemption Laws.


    (a)           The
Mortgagor will not object to any sale of the Encumbered Property pursuant hereto
and conducted in compliance with applicable law, and for itself and all who may
claim under it, the Mortgagor waives, to the extent that it lawfully may, all
right to have the Encumbered Property marshaled or to have the Encumbered
Property sold as separate estates, parcels, tracts or units in the event of any
foreclosure of this Mortgage.

     

    (b)           To
the full extent permitted by the law of the state wherein the Encumbered
Property is located or other applicable law, neither the Mortgagor nor anyone
claiming through or under it shall or will set up, claim or seek to take
advantage of any appraisement, valuation, stay, extension, homestead-exemption
or redemption laws now or hereafter in force in order to prevent or hinder the
enforcement or foreclosure of this Mortgage, the absolute sale of the Encumbered
Property or the final and absolute putting of the purchasers into possession
thereof immediately after any sale; and the Mortgagor, for itself and all who
may at any time claim through or under it, hereby waives to the full extent that
it may lawfully do so, the benefit of all such laws and any and all right to
have the assets covered by the security interest created hereby marshaled upon
any foreclosure of this Mortgage.

     

    Section
4.11        Discontinuance
of Proceedings.  In case the
Mortgagee shall proceed to enforce any right, power or remedy under this
Mortgage by foreclosure, entry or otherwise, and such proceedings shall be
discontinued or abandoned for any reason, or shall be determined adversely to
the Mortgagee, then and in every such case the Mortgagor and the Mortgagee shall
be restored to their former positions and rights hereunder, and all rights,
powers and remedies of the Mortgagee shall continue as if no such proceeding had
been taken.

     

    Section
4.12        Suits to
Protect the Encumbered Property.  The Mortgagee
shall have power (i) to institute and maintain suits and proceedings to prevent
any impairment of the Encumbered Property by any acts which may be unlawful or
in violation of this Mortgage, (ii) to preserve or protect its interest in the
Encumbered Property and in the Rents arising therefrom and (iii) to restrain the
enforcement of or compliance with any legislation or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of or compliance with such enactment, rule or order would impair
the security or be prejudicial to the interest of the Mortgagee
hereunder.

     

    Section
4.13        Filing
Proofs of Claim.  In case of any
receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment,
composition or other proceedings affecting the Mortgagor, the Mortgagee shall,
to the extent permitted by applicable law, be entitled to file such proofs of
claim and other documents as may be necessary or advisable in order to have the
claims of the Mortgagee allowed in such proceedings for the Obligations secured
by this Mortgage at the date of the institution of such proceedings and for any
interest accrued, late charges and additional interest or other amounts due or
that may become due and payable hereunder after such date.

     

    Section
4.14        Possession
by the Mortgagee.  Notwithstanding
the appointment of any receiver, liquidator or trustee of the Mortgagor, any of
its property or the Encumbered Property, the Mortgagee shall be entitled, to the
extent not prohibited by applicable law, to remain in possession and control of
all parts of the Encumbered Property now or hereafter granted under this
Mortgage in accordance with the terms hereof and applicable law.

     

    Section
4.15        Waiver.

     

    (a)           No
delay or failure by the Mortgagee to exercise any right, power or remedy
accruing upon any breach or Event of Default shall exhaust or impair any such
right, power or remedy or be construed to be a waiver of any such breach or
Event of Default or acquiescence therein; and every right, power and remedy
given by this Mortgage to the Mortgagee may be exercised from time to time and
as often as may be deemed expedient by the Mortgagee.  No consent or
waiver by the Mortgagee to or of any breach or default by the Mortgagor in the
performance of the Obligations shall be deemed or construed to be a consent or
waiver to or of any other breach or Event of Default in the performance of the
same or any other Obligations by the Mortgagor hereunder.  No failure
on the part of the Mortgagee to complain of any act or failure to act or to
declare an Event of Default, irrespective of how long such failure continues,
shall constitute a waiver by the Mortgagee of its rights hereunder or impair any
rights, powers or remedies consequent on any future Event of Default by the
Mortgagor.


    
      
         


      

      
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    (b)           Even
if the Mortgagee (i) grants some forbearance or an extension of time for the
payment of any sums secured hereby, (ii) takes other or additional security for
the payment of any sums secured hereby, (iii) waives or does not exercise some
right granted herein or under the Collateral Documents, (iv) releases a part of
the Encumbered Property from this Mortgage, (v) agrees to change some of the
terms, covenants, conditions or agreements of any of the Collateral Documents,
(vi) consents to the filing of a map, plat or replat affecting the Premises,
(vii) consents to the granting of an easement or other right affecting the
Premises or (viii) makes or consents to an agreement subordinating the
Mortgagee’s lien on the Encumbered Property hereunder; no such act or omission
shall preclude the Mortgagee from exercising any other right, power or privilege
herein granted or intended to be granted in the event of any breach or Event of
Default then made or of any subsequent default; nor, except as otherwise
expressly provided in an instrument executed by the Mortgagee, shall this
Mortgage be altered thereby.  In the event of the sale or transfer by
operation of law or otherwise of all or part of the Encumbered Property, the
Mortgagee is hereby authorized and empowered to deal with any vendee or
transferee with reference to the Encumbered Property secured hereby, or with
reference to any of the terms, covenants, conditions or agreements hereof, as
fully and to the same extent as it might deal with the original parties hereto
and without in any way releasing or discharging any liabilities, obligations or
undertakings.

     

    Section
4.16        Remedies
Cumulative.  No right, power
or remedy conferred upon or reserved to the Mortgagee by this Mortgage is
intended to be exclusive of any other right, power or remedy, and each and every
such right, power and remedy shall be cumulative and concurrent and in addition
to any other right, power and remedy given hereunder or now or hereafter
existing at law or in equity or by statute.

     

    ARTICLE
V

    MISCELLANEOUS

     

    Section
5.01        Partial
Invalidity.  If any provision
hereof or of any of the other Loan Documents is invalid or unenforceable in any
jurisdiction or under any circumstances, the other provisions hereof or of those
Loan Documents shall remain in full force and effect in such jurisdiction and
the remaining provisions hereof will be liberally construed in favor of the
Mortgagee in order to carry out the provisions hereof and of such other Loan
Documents.  The invalidity of any provision of this Mortgage in any
jurisdiction or under any circumstances will not affect the validity or
enforceability of any such provision in any other jurisdiction or under any
other circumstances.  If any lien, encumbrance or security interest
evidenced or created by this Mortgage is invalid or unenforceable, in whole or
in part, as to any part of the Obligations, or is invalid or unenforceable, in
whole or in part, as to any part of the Encumbered Property, such portion, if
any, of the Obligations as is not secured by all of the Encumbered Property
hereunder shall be paid prior to the payment of the portion of the Obligations
and shall, unless prohibited by applicable laws or unless Mortgagee, in its sole
and absolute discretion, otherwise elects, be deemed to have been first paid on
and applied to payment in full of the unsecured or partially secured portion of
the Obligations, and the remainder to the secured portion of the
Obligations.

     

    
      
        
        

      

      
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    Section
5.02        Notices.


    (a)           Unless
otherwise specified herein, all notices, demands, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission, except for notices of default) or (subject to subsection (c) below)
electronic mail address specified for notices and shall be given to such party
(i) at its address set forth below or (ii) such other address or facsimile
number as the party entitled to such notice shall have specified by at least ten
days’ prior notice given to the other parties in the manner provided
herein.

     

    (i)           To
the Mortgagee:

     

    Capital
One Leverage Finance Corp.

    265
Broadhollow Road

    Melville,
New York 11747

    Attn:
Michael Burns

    Email:  Michael.Burns@capitalonebank.com

    Telephone: 631-531-2775

    Fax:    631-531-2765
with a copy to:

     

    Jerry
Saccone, Esq.

    McGuireWoods
LLP

    1345
Avenue of the Americas

    7th
Floor

    New  York,
New York 10105-0106

    E-Mail:
jsaccone@mcguirewoods.com

    Telephone:
(212) 548-2126

    Facsimile:
(212) 715-2305

     

    (ii)           To
the Mortgagor:

     

    Hy-Tech
Machine, Inc.

    c/o
P&F Industries, Inc

    445
Broadhollow Road

    Suite
100

    Melville,
NY 11746

    Attn:
Joseph Molino

    E-Mail:
jmolino@pfina.com

    Telephone:  631-773-4210

    Facsimile:
631-773-4230

     

    with a
copy to:

     

    Certilman
Balin Adler & Hyman LLP

    90
Merrick Avenue, 9th
Floor

    East
Meadow, New York 11554

    Attn:
Steven Kuperscmid, Esq.

    Email:
skuperscmid@certilmanbalin.com

    Telephone:
516-296-7055

    Facsimile:
516-297-2111

    


    (b)           All
such notices and other communications shall be deemed to be given or made upon
the earlier to occur of (i) actual receipt by the intended recipient and (ii)
(A) if delivered by hand or by courier, when signed for by the intended
recipient; (B) if delivered by mail, four Business Days after deposit in the
mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has
been confirmed by telephone; and (D) if delivered by electronic mail (which form
of delivery is subject to the provisions of subsection (c) below), when
delivered.  Any notice or other communication permitted to be given,
made or confirmed by telephone hereunder shall be given, made or confirmed by
means of a telephone call to the intended recipient at the number specified
pursuant to this Section 5.02, it
being understood and agreed that a voicemail message shall in no event be
effective as a notice, communication or confirmation hereunder.

     

    
      
         


      

      
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    (c)           Electronic
mail and internet and intranet websites may be used only to distribute (x)
routine communications (such as financial statements and other information), (y)
Loan Documents for execution by the parties thereto, and (z) executed Loan
Documents in Adobe PDF format and may not be used for any other
purpose.

     

    Section
5.03        Successors
and Assigns.  The Mortgagee
shall have the right to assign or transfer its rights under this Mortgage
without limitation.  Any assignee or transferee shall be entitled to
all the benefits afforded the Mortgagee under this Mortgage.

     

    Section
5.04        Mortgagee.

     

    (a)           The
provisions of Section
12 of the Loan Agreement shall inure to the benefit of the Mortgagee in
respect of this Mortgage and shall be binding upon the parties to the Loan
Agreement and upon the parties hereto in such respect.  In furtherance
and not in derogation of the rights, privileges and immunities of the Mortgagee
therein set forth:

     

    (i)           The
Mortgagee is authorized to take all such action as is provided to be taken by it
as Mortgagee hereunder and all other action reasonably incidental
thereto.  As to any matters not expressly provided for herein
(including, without limitation, the timing and methods of realization upon the
Encumbered Property) the Mortgagee shall act or refrain from acting in
accordance with written instructions from the Required Lenders or, in the
absence of such instructions, in accordance with its discretion.

     

    (ii)           The
Mortgagee shall not be responsible for the existence, genuineness or value of
any of the Encumbered Property or for the validity, perfection, priority or
enforceability of the Security Interests in any of the Encumbered Property,
whether impaired by operation of law or by reason of any action or omission to
act on its part hereunder unless such action or omission constitutes gross
negligence or willful misconduct.  The Mortgagee shall have no duty to
ascertain or inquire as to the performance or observance of any of the terms of
this Mortgage by the Mortgagor or any other Finance Party.

     

    (b)           At
any time or times, in order to comply with any legal requirement in any
jurisdiction, the Mortgagee may appoint another bank or trust company or one or
more other persons, either to act as co-agent or co-agents, jointly with the
Mortgagee, or to act as separate agent or agents on behalf of the Finance
Parties with such power and authority as may be necessary for the effectual
operation of the provisions hereof and may be specified in the instrument of
appointment (which may, in the discretion of the Mortgagee, include provisions
for the protection of such co-agent or separate agent similar to the provisions
of Section
5.04(a).  Notwithstanding any such appointment but only to the
extent not inconsistent with such legal requirements or, in the reasonable
judgment of the Mortgagee, not unduly burdensome to it or any such co-agent, the
Mortgagor shall, so long as no Event of Default shall have occurred and be
continuing, be entitled to deal solely and directly with the Mortgagee rather
than any such co-agent in connection with the Mortgagee’s rights and obligations
under this Agreement.

     

    
      
         


      

      
        - 21
-

        
          

        

      

      
         


      

    


    (c)           If
the Mortgagor fails to comply with the provisions of the Loan Agreement, this
Mortgage or any other Loan Document, such that the value of any Encumbered
Property or the validity, perfection, rank or value of any security interest or
lien therein is thereby materially diminished or potentially diminished or put
at risk, the Mortgagee may, but shall not be required to, effect such compliance
on behalf of the Mortgagor, and the Mortgagor shall reimburse the Mortgagee for
the costs hereof on demand.  All reasonable insurance expenses and all
reasonable expenses of protecting, preserving, appraising, insuring, and
maintaining the Premises and other Encumbered Property, reasonable expenses of
conducting any additional title examinations requested by the Mortgagee, any and
all excise, property, sales and use taxes imposed by any state, federal or local
authority on any of the Encumbered Property, or in respect of periodic
appraisals and inspections of the Encumbered Property to the extent the same may
be requested by the Mortgagee from time to time, or in respect of the sale or
other disposition thereof shall be borne and paid by the
Mortgagor.  If the Mortgagor fails to promptly pay any portion thereof
when due, the Mortgagee may, at its option, but shall not be required to, pay
the same and charge the Mortgagor’s account therefor, and the Mortgagor agrees
to reimburse the Mortgagee therefor on demand.  All sums so paid or
incurred by the Mortgagee for any of the foregoing and any and all other sums
for which the Mortgagor may become liable hereunder and all costs and expenses
(including attorneys’ fees, legal expenses and court costs) reasonably incurred
by the Mortgagee in enforcing or protecting the security interests and liens
granted hereunder or any of its rights or remedies under this Mortgage, shall,
together with interest thereon until paid at the Default Rate, be additional
Obligations hereunder.

     

    (d)           The
Mortgagor shall indemnify and save harmless the Mortgagee and its directors,
officers, trustees, agents and employees (each an “Indemnitee”) from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, suits, judgments, fines, costs and expenses of any
kind, including, without limitation, reasonable attorneys’ fees and
disbursements of counsel, (i) arising from the breach by the Mortgagor of any of
its obligations under this Mortgage or (ii) arising from the exercise and
performance by the Mortgagee of its powers and duties under this Mortgage and
the other Loan Documents; provided, however, no
Indemnitee shall have the right to be indemnified hereunder for such
Indemnitee’s own gross negligence or willful misconduct as determined by a court
of competent jurisdiction.  If any action, suit or proceeding is
brought against the Mortgagee for which the Mortgagor is required to provide
indemnification under this Section 5.04(c), the
Mortgagor, upon request and at its expense, shall defend such action, suit or
proceeding, or cause the same to be defended by counsel designated by the
Mortgagor and approved by the Mortgagee.  Such approval shall not be
withheld, delayed or conditioned unreasonably and shall not be required in the
case of defense by counsel designated by any insurance company undertaking such
defense pursuant to any applicable policy of insurance.

     

    (e)           Any
amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement shall constitute Obligations.  The indemnity obligations
of the Mortgagor contained in this Section 5.04 shall
continue in full force and effect notwithstanding the full payment of all Notes
issued under the Loan Agreement and all of the other Obligations and
notwithstanding the acquisition by the Mortgagee of the Encumbered Property or
any portion thereof at foreclosure or by deed in lieu of
foreclosure.

     

    Section
5.05        Satisfaction and
Cancellation.

     

    (a)           The
conveyance to the Mortgagee of the Encumbered Property as security and for the
benefit of the Mortgagee created and consummated by this Mortgage shall be null
and void when all the Obligations (other than contingent liabilities that, by
their nature, may accrue after principal and interest on the Loans have been
repaid in full and after all Commitments terminate) have been indefeasibly paid
in full in cash in accordance with the terms of the Loan Documents, the
Commitments have been terminated, all disbursements under any Letter of Credit
have expired or been terminated and all have been reimbursed in
full.

     

    
      
         


      

      
        - 22
-

        
          

        

      

      
         


      

    

     

    (b)           In
connection with any termination or release pursuant to paragraph (a) to the
extent applicable, Mortgagee will provide a release or satisfaction of the
Property from the lien of this Mortgage and termination statements for filed
financing statements, if any, to Mortgagor.  Mortgagor shall be
responsible for the recordation of such release or satisfaction and the payment
of any recording and filing costs.

     

    Section
5.06       Other
Loan Documents.  The Mortgagor
acknowledges that in addition to this Mortgage, other Loan Documents secure the
Obligations.  The Mortgagor agrees that the lien of this Mortgage
shall be absolute and unconditional and shall not in any manner be affected or
impaired by any acts or omissions whatsoever of the Mortgagee and, without
limiting the generality of the foregoing, the lien hereof shall not be impaired
by any acceptance by the Mortgagee of any security for or guarantees of any of
the Obligations hereby secured, or by any failure, neglect or omission on the
part of the Mortgagee to realize upon or protect any Obligation hereby secured
or any collateral security therefor including the other Loan
Documents.  The lien hereof shall not in any manner be impaired or
affected by any release (except as to the property released), sale, pledge,
surrender, compromise, settlement, renewal, extension, indulgence, alteration,
changing, modification or disposition of any of the Obligations or of any of the
collateral security therefor, including the other Loan Documents or of any
guarantee thereof, and the Mortgagee may at its discretion foreclose, exercise
any power of sale, or exercise any other remedy available to it under any or all
of the other Loan Documents without first exercising or enforcing any of its
rights and remedies hereunder.  Such exercise of the Mortgagee’s
rights and remedies under any or all of the other Loan Documents shall not in
any manner impair the Obligations or the lien of this Mortgage and any exercise
of the rights or remedies of the Mortgagee hereunder shall not impair the lien
of any of the other Loan Documents or any of the Mortgagee’s rights and remedies
thereunder.  The undersigned specifically consents and agrees that the
Mortgagee may exercise its rights and remedies hereunder and under the other
Loan Documents separately or concurrently and in any order that it may deem
appropriate, and the undersigned waives any rights of subrogation.  In
the event of a conflict between the terms and provisions of this Mortgage and
the Loan Agreement, both documents shall be read together and construed, to the
fullest extent possible, to be in concert with each other.  In the
event of a conflict that cannot be so resolved, the terms and provisions of the
Loan Agreement shall control and govern.

     

    Section
5.07        Subrogation.  This Mortgage is
made with full substitution and subrogation of Mortgagee in and to all covenants
and warranties by others heretofore given or made in respect of the Encumbered
Property or any part thereof.  To the extent that proceeds of the
Obligations are used to pay any outstanding lien, charge or prior encumbrance
against the Encumbered Property, such proceeds have been or will be advanced by
Mortgagee at Mortgagor’s request, and Mortgagee shall be subrogated to any and
all rights and liens held by any owner or holder of such outstanding liens,
charges and prior encumbrances, irrespective of whether those liens, charges or
encumbrances are released.

     

    Section
5.08        Mortgagee
Powers.  Without affecting
the liability of any other Person liable for the payment of any obligations
herein mentioned and without affecting the lien or charge of this Mortgage upon
any portion of the Encumbered Property not then or theretofore released as
security for the full amount of all unpaid Obligations, from time to time,
regardless of consideration and without notice to or consent by the holder of
any subordinate lien, encumbrance, right, title or interest in or to the
Encumbered Property, the Mortgagee or any of the Lenders may (i) release any
persons liable for or on any Obligation, (ii) extend the maturity or alter any
of the terms of any Obligation, (iii) modify the interest rate payable on the
principal balance of the Obligations, (iv) grant other indulgences, (v) release
or reconvey, or cause to be released or reconveyed at any time at the
Mortgagee’s option any parcel, portion or all of the Encumbered Property, (vi)
take or release any other or additional security for any obligations herein
mentioned or (vii) make compositions or other arrangements with debtors in
relation thereto.

     

    
      
         


      

      
        - 23
-

        
          

        

      

      
         


      

    

     

    Section
5.09        Enforceability
of Mortgage.  This Mortgage is
deemed to be and may be enforced from time to time as an assignment, chattel
mortgage, contract, mortgage, deed to secure debt, deed of trust, financing
statement, real estate mortgage or security agreement, and from time to time as
any one or more thereof, as is appropriate under applicable laws.  A
carbon, photographic or other reproduction of this Mortgage or any financing
statement in connection herewith shall be sufficient as a financing statement
for any and all purposes.

     

    Section
5.10        Amendments.  No amendment,
modification or waiver of any provision of this Mortgage and no consent to any
departure by the Mortgagor therefrom shall in any event be effective unless the
same shall be in writing and shall be executed and delivered in accordance with
Section 14.1.1
of the Loan Agreement, and then such amendment, modification, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

     

    Section
5.11        Applicable
Law.  THIS MORTGAGE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE WHERE THE LAND IS LOCATED.

     

    Section
5.12        Waiver of
Jury Trial.  THE MORTGAGOR
HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY
JURY, AND FOREVER WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY
SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE NOTES, THIS MORTGAGE,
OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING
IN CONNECTION THEREWITH.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS
GIVEN KNOWINGLY AND VOLUNTARILY BY THE MORTGAGOR, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE.  THE MORTGAGEE IS HEREBY AUTHORIZED TO
FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS
WAIVER BY THE MORTGAGOR.

     

    Section
5.13        Limitation
of Principal Amount Secured.  Notwithstanding
anything herein contained to the contrary, the principal amount secured hereby
is limited to the principal sum of $22,000,000. This provision does not amend or
modify the other provisions hereof, and is intended only to limit the principal
amount that may be recovered by Mortgagee in any enforcement action related
hereto.

     

    ARTICLE
VI

    PENNSYLVANIA
LAW PROVISIONS

     

    Section
6.01        Open-End
Mortgage

     

    (a)           This
Mortgage is an Open-End Mortgage pursuant to 42 Pa. C.S.A. § 8143, and secures,
inter alia,
present and future advances made by Lender pursuant to the Loan Agreement,
including, without limitation, advances for the payment of taxes, assessments,
maintenance charges, insurance premiums or costs incurred for the protection of
the Property or the lien of this Mortgage, or expenses incurred by Mortgagee by
reason of default by Mortgagor under this Mortgage, and to enable any completion
of the improvements comprising the Property as may be contemplated by the Loan
Agreement.  Except as provided in Section 6.01 (b) below, nothing
contained herein shall obligate Mortgagee, any Lender, Lenders, Agent, Swingline
Lender or Issuing Agent to make any future advances to Borrower.  The
receipt by Mortgagee of written notice either from Mortgagor or another party,
purportedly sent to terminate, limit or restrict future advances, whether or not
such notice is sent pursuant to the provisions of 42 Pa. C.S.A. §8143(b) or
8143(c) and whether or not such notice is effective thereunder, shall be an
Event of Default hereunder without the benefit of notice or a cure period for
Mortgagor.


    
      
         


      

      
        - 24
-

        
          

        

      

      
         


      

    

     

    (b)           If
the Loan Agreement provides that any advances (“Lender Advances”) of loan
proceeds shall be made upon completion by Mortgagor of certain performance
obligations under the Loan Agreement (including, without limitation, compliance
with the terms of the Loan Agreement such that no Event of Default shall have
occurred), such Lender Advances shall be and be deemed “obligatory advances”
solely for the purpose of the application of the obligatory advance doctrine to
confirm the lien priority of Lender Advances actually made by Lender whether
such Lender Advances are initially (1) advanced by Lender into an escrow account
subject to Lender’s control or (2) retained by Lender.  Lender may
further condition Lender Advances upon there being no Event of Default and
receipt by Lender of a declaratory judgment, opinion of counsel, or title
endorsement satisfactory to Lender confirming that Lender Advances shall have
the same lien priority as the earliest lien priority of the Mortgage, if Lender
has received notice of either (1) a lien on the Property which is subordinate to
the lien of the Mortgage, or (2) Mortgagor’s limitation of the
Loan.

     

    (c)           All
notices required to be given to Mortgagee pursuant to 42 Pa.C.S.A. §8143 shall
be given as set forth in Section 5.02 of this Mortgage.

     

    Section
6.02        Action in
Ejectment

     

    (a)           For
the purpose of obtaining possession of the Property in the event of any Event of
Default hereunder or under the Loan Agreement, Mortgagor hereby authorizes and
empowers any attorney of any court of record in the Commonwealth of Pennsylvania
or elsewhere, as attorney for Mortgagor and all persons claiming under or
through Mortgagor, to appear for and confess judgment against Mortgagor, and
against all persons claiming under or through Mortgagor, in an action in
ejectment for possession of the Property, in favor of Mortgagee, for which this
Mortgage, or a copy therof verified by affidavit, shall be a sufficient warrant;
and thereupon a writ or proceeding whatsoever and without any stay of
execution.  If for any reason after such action has been commenced it
shall be discontinued, or possession of the Property shall remain in or be
restored to Mortgagor, Mortgagee shall have the right for the same default or
any subsequent default to bring one or more further actions as above provided to
recover possession of the Property.  Mortgagee may confess judgment in
an action in ejectment before or after the institution of proceedings to
foreclose this Mortgage or to enforce the Note, or after entry of judgment
therein or on the Note, or after a Sheriff’s sale or judicial sale or other
foreclosure sale of the Property in which Mortgagee is the successful bidder, it
being the understanding of the parties that the authorization to pursue such
proceedings for confession of judgment therein is an essential party of the
remedies for enforcement of this Mortgage and the Note, and shall survive any
execution sale to Mortgagee.

    


    (b)           Mortgagor
confirms to Mortgagee that (i) Mortgagor is a business entity and that its
principals are knowledgeable in business matters; (ii) the terms of this
Mortgage, including the foregoing warrant of attorney to confess judgment, have
been negotiated and agreed upon in a commercial context and (iii) Mortgagor has
fully reviewed the aforesaid warrant of attorney to confess judgment with its
own counsel and is knowingly and voluntarily waiving certain rights it would
otherwise possess, including but not limited to, the right to any notice of a
hearing prior to the entry of judgment by Mortgagee pursuant to the foregoing
warrant.


    
      
         


      

      
        - 25
-

        
          

        

      

      
         


      

    

     

    [Remainder
of page intentionally left blank.

    Signature
page follows.]

     

    
      
         


      

      
        - 26
-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Mortgage has been duly authorized and has been executed
and delivered, under seal, to the Mortgagee by the Mortgagor on the date first
above written.

     

    
      
        	
                HY-TECH
      MACHINE, INC.

              
	 
      
	
                By:

              	
                /s/ Joseph A. Molino,
Jr.

              
	 
      	
                Name:
      Joseph A. Molino

              
	 
      	
                Title:Vice
      President

              


      

    

    


    OPEN-END
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

    SECURITY
AGREEMENT AND FINANCING STATEMENT

    Cranberry,
Pennsylvania (Butler County)

    Signature
Page

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        
          	
                  STATE
      OF NEW YORK

                	
                  )

                
	 
      	
                  )           SS:

                
	
                  COUNTY
      OF SUFFOLK

                	
                  )

                


        

      

    

    


    On this,
the 19th day of
October, 2010 before me, a Notary Public, the undersigned officer, personally
appeared Joseph A. Molino, Jr., who acknowledged himself to be the Vice
President of HY-TECH MACHINE, INC., a Delaware corporation (the “Mortgagor”),
and that he, as such, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name of the
Mortgagor by himself as such Vice President.

    


    
      IN
WITNESS WHEREOF, I hereunto set my hand and official seal.

    

    


    
      
        	 
      	
                /s/ Robert C. Weiden

              
	 
      	
                Notary
      Public

              


      

    

    


    My
Commission Expires:

    


    OPEN-END
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

    SECURITY
AGREEMENT AND FINANCING STATEMENT

    Cranberry,
Pennsylvania (Butler County)

    Signature
Page


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit A to the Mortgage
Agreement

     

    Legal
Description

    


    ALL that
certain parcel of land situate in Cranberry Township, Butler County
andCommonwealth of Pennsylvania being known and designated as Lot Nos. 15 and 16
in theMashuda Industrial Park Plan of Lots No. 2 as recorded in the Recorder’s
Office of Butler County in Rack File 71, page 2.

    


    Tax
Parcel No.  130-4F46-37B16.

     

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    Exhibit B to the Mortgage
Agreement

     

    Permitted
Encumbrances

     

    
      	
              1.

            	
              Defects,
      liens, encumbrances, adverse claims or other matters, if any, created,
      first appearing in the Public Records or attaching subsequent to the
      October 5, 2010 Effective Date of Title Commitment Number 43001698812 as
      issued by First American Title Insurance Company, but prior to the date
      the proposed insured acquires for value of record the estate or interest
      or mortgage thereon covered by the aforementioned Title
      Commitment.

            


    

    


    
      	
              2.

            	
              Intentionally
      deleted.

            


    

    


    
      	
              3.

            	
              Easements,
      or claims of easements, not shown by the Public
  Records.

            


    

    


    
      	
              4.

            	
              Any
      variation in location of lines or dimensions or other matters which an
      accurate survey would disclose.

            


    

    


    
      	
              5.

            	
              Intentionally
      deleted.

            


    

    


    
      	
              6.

            	
              Intentionally
      deleted.

            


    

    


    
      	
              7.

            	
              Coal
      and mining rights and all rights related
  thereto.

            


    

    


    NOTICE:
THIS DOCUMENT DOES NOT INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OF
SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE
OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLLI E LEGAL RIGHT TO REMOVE ALL OF
SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND
AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF
THIS NOTICE DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES
OTHERWISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INS I RUMENT. (See
52 P.S. 1551)

    


    
      	
              8.

            	
              Subject
      to covenants, conditions, restrictions and easements which may exist on
      the land.

            


    

    


    
      	
              9.

            	
              Possible
      tax increase based on additional assessments, not yet due and
      payable.

            


    

    


    
      	
              10.

            	
              Oil,
      gas or other mineral interests and all rights Incident thereto now or
      previously conveyed, transferred, leased, excepted or
      reserved.

            


    

    


    
      	
              11.

            	
              Intentionally
      deleted.

            


    

    


    
      	
              12.

            	
              Intentionally
      deleted.

            


    

    


    
      	
              13.

            	
              Intentionally
      deleted.

            


    

    


    
      	
              14.

            	
              Rights
      granted to New York State Natural Gas Corporation as set forth in Deed
      Book Volume 603, page 430 and modification thereto in Deed Book Volume
      1470, page 99.

            


    

    


    
      	
              15.

            	
              Rights
      granted to The Municipal Sewer and Water Authority of Cranberry Township
      as set forth in Deed Book Volume 1084, page
161.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              16.

            	
              Rights
      granted to North Pittsburgh Telephone Company as set forth in Deed Book
      Volume 1235, page 750 and Deed Book Volume 1235, page
  753.

            


    

    


    
      	
              17.

            	
              Subject
      to all matters shown on the Plan of Lots No, 2 as recorded in the
      Recorder's Office of Butler County, Pennsylvania in Rack File 71, page
      2.

            


    

    


    
      	
              18.

            	
              Subject
      to all matters shown on the Plan as recorded in the Recorder's Office of
      Butler County, Pennsylvania in Plan Book 233, page
  45.

            


    

    


    
      	
              19.

            	
              Declaration
      of Protective Covenants and Use Restrictions as set forth in Deed Book
      Volume 1140, page 951.

            


    

    


    
      	
              20.

            	
              ALTA/ACSM
      Land Title Survey prepared by Byron D. Howell, Professional Land Surveyor
      for Bock & Clark Corporation, Project No. 200900091,001 dated February
      20, 2009, last revised February 25, 2009,
  discloses:

            


    

    


    
      	
            	
              a.

            	
              “Water
      run" crosses Easterly and Northerly lines of
  land;

            


    

    


    
      	
            	
              b.

            	
              Easterly
      abutter's satellite dish encroaches onto land by
  5.2'+/-;

            


    

    


    
      	
               
      

            	
              c.

            	
              1
      story brick and aluminum building and 1 story shed encroach over 100'
      setback line shown per Plan Book 233, page
45;

            


    

    


    
      	
               
      

            	
              d.

            	
              Asphalt
      paving including a portion of the parking spaces encroach over the 40' no
      paving line.

            


    

     

    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

     

    Exhibit
C to the Mortgage Agreement

    


    Subject
Leases

     

    NONE