`After recording please return to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue                                 [Camden County, New Jersey]
New York, New York 10017
Attention:  Cynthia Parker




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          MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS,
                               AND FIXTURE FILING

                                     made by


                          MAFCO WORLDWIDE CORPORATION,

                                   Mortgagor,


                                       to


                           JPMORGAN CHASE BANK, N.A.,
                       as Administrative Agent, Mortgagee


                          Dated as of December 8, 2005



--------------------------------------------------------------------------------

                      THIS MORTGAGE SECURES FUTURE ADVANCES





                                TABLE OF CONTENTS
                                                                            Page


Background.....................................................................1

Granting Clauses...............................................................1

Terms and Conditions...........................................................4
         1.       Defined Terms................................................4
         2.       Warranty of Title............................................4
         3.       Payment of Obligations.......................................5
         4.       Requirements.................................................5
         5.       Payment of Taxes and Other Impositions.......................5
         6.       Insurance....................................................5
         7.       Restrictions on Liens and Encumbrances.......................6
         8.       Due on Sale and Other Transfer Restrictions..................6
         9.       Condemnation/Eminent Domain..................................6
         10.      Leases.......................................................7
         11.      Further Assurances...........................................7
         12.      Mortgagee's Right to Perform.................................7
         13.      Remedies.....................................................7
         14.      Right of Mortgagee to Credit Sale............................8
         15.      Appointment of Receiver......................................9
         16.      Extension, Release, etc......................................9
         17.      Security Agreement under Uniform Commercial Code; Fixture
                    Filing....................................................10
         18.      Assignment of Rents.........................................10
         19.      Additional Rights...........................................11
         20.      Notices.....................................................11
         21.      No Oral Modification........................................11
         22.      Partial Invalidity..........................................12
         23.      Mortgagor's Waiver of Rights................................12
         24.      Remedies Not Exclusive......................................12
         25.      Multiple Security...........................................13
         26.      Successors and Assigns......................................14
         27.      No Waivers, etc.............................................14
         28.      Governing Law, etc..........................................14
         29.      Certain Definitions.........................................14
         30.      Duty of Mortgagee; Authority of Mortgagee...................15
         31.      Last Dollars Secured; Priority..............................15
         32.      Enforcement Expenses; Indemnification.......................16
         33.      Release.....................................................16
         34.      New Jersey Environmental Laws...............................16
         35.      Receipt of Copy.............................................17
         36.      Revolving Credit............................................17
         37.      Name and Address of Mortgagee...............................18






                          MORTGAGE, SECURITY AGREEMENT,
               ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILING


     THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, AND
FIXTURE FILING, dated as of December 8, 2005 is made by MAFCO WORLDWIDE
CORPORATION, a Delaware corporation ("Mortgagor"), whose address is Third Street
and Jefferson Avenue, Camden, New Jersey 08104, to JPMORGAN CHASE BANK, N.A., as
Administrative Agent (in such capacity, "Mortgagee") whose address is Loan and
Agency Services, 111 Fannin, 10th Floor Houston, Texas 77002. References to this
"Mortgage" shall mean this instrument and any and all renewals, modifications,
amendments, supplements, extensions, consolidations, substitutions, spreaders
and replacements of this instrument.

                                   Background
                                   ----------

     A. Flavors Holdings Inc., a Delaware corporation, Mortgagor, as Borrower,
the several banks and other financial institutions or entities from time to time
parties thereto (collectively, the "Lenders"), and Bear Stearns Corporate
Lending Inc., as syndication agent, and Mortgagee, are parties to that certain
Credit Agreement, dated as of December 8, 2005 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"). The terms of the
Credit Agreement are incorporated by reference in this Mortgage as if the terms
thereof were fully set forth herein.

     B. Pursuant to the Credit Agreement, the Lenders have severally agreed to
make extensions of credit to the Mortgagor upon the terms and subject to the
conditions set forth therein.

     C. Certain of the Qualified Counterparties may enter into Specified Hedge
Agreements with Mortgagor.

     D. Mortgagor is the owner of the fee simple estate in the parcel(s) of real
property described on Schedule A attached hereto (the "Land"), and owns all of
the buildings, improvements, structures, and fixtures now or subsequently
located on the Land (the "Improvements"; the Land and the Improvements being
collectively referred to as the "Real Estate").

     E. It is a condition precedent to the obligation of the Lenders to make
their respective extensions of credit to the Mortgagor under the Credit
Agreement that Mortgagor shall have executed and delivered this Mortgage to
Mortgagee for the ratable benefit of the Secured Parties.

                                Granting Clauses
                                ----------------

     For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Mortgagor agrees that to secure all unpaid principal of
and interest on the Loans and Reimbursement Obligations and all other
obligations and liabilities of the Mortgagor (including, without limitation,
interest accruing


                                                                               2

at the then applicable rate provided in the Credit Agreement after the maturity
of the Loans and Reimbursement Obligations and interest accruing at the then
applicable rate provided in the Credit Agreement after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Mortgagor, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) to the
Mortgagee or any Lender (or, in the case of any Specified Hedge Agreement or
Specified Cash Management Agreement, any Affiliate of any Lender), whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, the Credit Agreement, this Mortgage, the other Loan Documents, any Letter
of Credit, any Specified Hedge Agreement, any Specified Cash Management
Agreement or any other document made, delivered or given in connection with any
of the foregoing, in each case whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise
(including, without limitation, all fees and disbursements of counsel to the
Mortgagee or to the Lenders that are required to be paid by the Mortgagor
pursuant to the terms of any of the foregoing agreements) (collectively, the
"Obligations");

MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND
HEREBY GRANTS, BARGAINS, SELLS, ALIENS, REMISES, RELEASES, CONVEYS, MORTGAGES,
ASSIGNS, TRANSFERS, HYPOTHECATES, PLEDGES, DELIVERS, SETS OVER, WARRANTS AND
CONFIRMS UNTO MORTGAGEE, ITS SUCCESSORS AND ASSIGNS FOREVER, WITH MORTGAGE
COVENANTS:

          (a) the Land;

          (b) all right, title and interest Mortgagor now has or may hereafter
     acquire in and to the Improvements or any part thereof, and all the estate,
     right, title, claim or demand whatsoever of Mortgagor, in possession or
     expectancy, in and to the Real Estate or any part thereof;

          (c) all right, title and interest of Mortgagor in, to and under all
     easements, rights of way, licenses, operating agreements, abutting strips
     and gores of land, streets, ways, alleys, passages, sewer rights, waters,
     water courses, water and flowage rights, development rights, air rights,
     mineral and soil rights, plants, standing and fallen timber, and all
     estates, rights, titles, interests, privileges, licenses, tenements,
     hereditaments and appurtenances belonging, relating or appertaining to the
     Real Estate, and any reversions, remainders, rents, issues, profits and
     revenue thereof and all land lying in the bed of any street, road or
     avenue, in front of or adjoining the Real Estate to the center line
     thereof;

          (d) all of the fixtures, chattels, business machines, machinery,
     apparatus, equipment, furnishings, fittings, appliances and articles of
     personal property of every kind and nature whatsoever, and all
     appurtenances and additions thereto and substitutions or replacements
     thereof (together with, in each case, attachments, components, parts and
     accessories) currently owned or subsequently acquired by Mortgagor and now
     or subsequently attached to, or contained in or used or usable in any way
     in connection with any operation or letting of the Real Estate, including
     but without limiting the generality of the foregoing, all screens, awnings,
     shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors
     and windows, furniture and furnishings, heating, electrical, and mechanical
     equipment, lighting, switchboards, plumbing, ventilating, air conditioning


                                                                               3

     and air-cooling apparatus, refrigerating, and incinerating equipment,
     escalators, elevators, loading and unloading equipment and systems, stoves,
     ranges, laundry equipment, cleaning systems (including window cleaning
     apparatus), telephones, communication systems (including satellite dishes
     and antennae), televisions, computers, sprinkler systems and other fire
     prevention and extinguishing apparatus and materials, security systems,
     motors, engines, machinery, pipes, pumps, tanks, conduits, appliances,
     fittings and fixtures of every kind and description (all of the foregoing
     in this paragraph (d) being referred to as the "Equipment");

          (e) all right, title and interest of Mortgagor in and to all
     substitutes and replacements of, and all additions and improvements to, the
     Real Estate and the Equipment, subsequently acquired by or released to
     Mortgagor or constructed, assembled or placed by Mortgagor on the Real
     Estate, immediately upon such acquisition, release, construction,
     assembling or placement, including, without limitation, any and all
     building materials whether stored at the Real Estate or offsite, and, in
     each such case, without any further deed, conveyance, assignment or other
     act by Mortgagor;

          (f) all right, title and interest of Mortgagor in, to and under all
     leases, subleases, underlettings, concession agreements, management
     agreements, licenses and other agreements relating to the use or occupancy
     of the Real Estate or the Equipment or any part thereof, now existing or
     subsequently entered into by Mortgagor and whether written or oral and all
     guarantees of any of the foregoing (collectively, as any of the foregoing
     may be amended, restated, extended, renewed or modified from time to time,
     the "Leases"), and all rights of Mortgagor in respect of cash and
     securities deposited thereunder and the right to receive and collect the
     revenues, income, rents, issues and profits thereof, together with all
     other rents, royalties, issues, profits, revenue, income and other benefits
     arising from the use and enjoyment of the Mortgaged Property (as defined
     below) (collectively, the "Rents");

          (g) all unearned premiums under insurance policies now or subsequently
     obtained by Mortgagor relating to the Real Estate or Equipment and
     Mortgagor's interest in and to all proceeds of any such insurance policies
     (including title insurance policies) including the right to collect and
     receive such proceeds, subject to the provisions relating to insurance
     generally set forth below; and all awards and other compensation, including
     the interest payable thereon and the right to collect and receive the same,
     made to the present or any subsequent owner of the Real Estate or Equipment
     for the taking by eminent domain, condemnation or otherwise, of all or any
     part of the Real Estate or any easement or other right therein;

          (h) to the extent not prohibited under the applicable contract,
     consent, license or other item unless the appropriate consent has been
     obtained, all right, title and interest of Mortgagor in and to (i) all
     contracts from time to time executed by Mortgagor or any manager or agent
     on its behalf relating to the ownership, construction, maintenance, repair,
     operation, occupancy, sale or financing of the Real Estate or Equipment or
     any part thereof and all agreements and options relating to the purchase or
     lease of any portion of the Real Estate or any property which is adjacent
     or peripheral to the Real Estate, together with the right to exercise such
     options and all leases of Equipment, (ii) all consents, licenses, building
     permits, certificates of occupancy and other governmental


                                                                               4

     approvals relating to construction, completion, occupancy, use or operation
     of the Real Estate or any part thereof, and (iii) all drawings, plans,
     specifications and similar or related items relating to the Real Estate;
     and

          (i) all proceeds, both cash and noncash, of the foregoing;

          (All of the foregoing property and rights and interests now owned or
held or subsequently acquired by Mortgagor and described in the foregoing
clauses (a) through (d) are collectively referred to as the "Premises", and
those described in the foregoing clauses (a) through (i) are collectively
referred to as the "Mortgaged Property").

          TO HAVE AND TO HOLD the Mortgaged Property and the rights and
privileges hereby mortgaged unto Mortgagee, its successors and assigns for the
uses and purposes set forth, until the Obligations are fully paid and performed,
provided, however, that the condition of this Mortgage is such that if the
Obligations are fully paid and performed, then the estate hereby granted shall
cease, terminate and become void but shall otherwise remain in full force and
effect.

          This Mortgage covers present and future advances and re-advances, in
the aggregate amount of the obligations secured hereby, made by the Secured
Parties for the benefit of Mortgagor, and the lien of such future advances and
re-advances shall relate back to the date of this Mortgage.

                              Terms and Conditions
                              --------------------

          Mortgagor further represents, warrants, covenants and agrees with
Mortgagee and the Secured Parties as follows:

          1. Defined Terms. Capitalized terms used herein (including in the
"Background" and "Granting Clauses" sections above) and not otherwise defined
herein shall have the meanings ascribed thereto in the Credit Agreement.
References in this Mortgage to the "Default Rate" shall mean the interest rate
applicable pursuant to Section 2.14(c) of the Credit Agreement. References
herein to the "Secured Parties" shall mean the collective reference to (i)
Mortgagee, (ii) the Lenders (including any Issuing Lender in its capacity as
Issuing Lender), (iii) each counterparty or party to a Specified Hedge Agreement
or Specified Cash Management Agreement entered into with the Borrower or
Mortgagor if such counterparty or party was a Lender (or an Affiliate of a
Lender) at the time the Specified Hedge Agreement or Specified Cash Management
Agreement was entered into, (iv) any other holders from time to time of the
Obligations, and (v) the respective successors, indorsees, transferees and
assigns of each of the foregoing.

          2. Warranty of Title. Mortgagor warrants that it has good record title
in fee simple to, or a valid leasehold interest in, the Real Estate, and good
title to, or a valid leasehold interest in, the rest of the Mortgaged Property,
subject only to the matters that are set forth in Schedule B of the title
insurance policy or policies, if any, being issued to Mortgagee to insure the
lien of this Mortgage and any other lien or encumbrance as permitted by Section
7.2 of the Credit Agreement (the "Permitted Exceptions"). Mortgagor shall
warrant, defend and preserve such title and the lien of this Mortgage against
all claims of all persons and entities (not including the


                                                                               5

holders of the Permitted Exceptions). Mortgagor represents and warrants that it
has the right to mortgage the Mortgaged Property.

     3. Payment of Obligations. Mortgagor shall pay and perform the Obligations
at the times and places and in the manner specified in the Loan Documents.

     4. Requirements. Mortgagor shall comply with all covenants, restrictions
and conditions now or later of record which may be applicable to any of the
Mortgaged Property, or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or reconstruction of any of the
Mortgaged Property, except where a failure to do so could not reasonably be
expected to have a material adverse effect (considered both individually and
together with other such failures) on (i) the current business, operations or
condition (financial or otherwise) of the Mortgagor, (ii) the current use of the
Mortgaged Property or (iii) the value of the Mortgaged Property (assuming its
current use).

     5. Payment of Taxes and Other Impositions. (a) Prior to the date on which
any fine, penalty, interest or cost may be added thereto or imposed, Mortgagor
shall pay and discharge all taxes, charges and assessments of every kind and
nature, all charges for any easement or agreement maintained for the benefit of
any of the Real Estate, all general and special assessments, levies, permits,
inspection and license fees, all water and sewer rents and charges, vault taxes
and all other public charges even if unforeseen or extraordinary, imposed upon
or assessed against or which may become a lien on any of the Real Estate, or
arising in respect of the occupancy, use or possession thereof, together with
any penalties or interest on any of the foregoing (all of the foregoing are
collectively referred to herein as the "Impositions"), except where (i) the
validity or amount thereof is being contested in good faith by appropriate
proceedings, and (ii) the Mortgagor has set aside on its books adequate reserves
with respect thereto in accordance with GAAP. Upon request by Mortgagee,
Mortgagor shall deliver to Mortgagee evidence reasonably acceptable to Mortgagee
showing the payment of any such Imposition. If by law any Imposition, at
Mortgagor's option, may be paid in installments (whether or not interest shall
accrue on the unpaid balance of such Imposition), Mortgagor may elect to pay
such Imposition in such installments and shall be responsible for the payment of
such installments with interest, if any.

          (b) Nothing herein shall affect any right or remedy of Mortgagee under
this Mortgage or otherwise, without notice or demand to Mortgagor, to pay any
Imposition after the date such Imposition shall have become delinquent, and add
to the Obligations the amount so paid, together with interest from the time of
payment at the Default Rate. Any sums paid by Mortgagee in discharge of any
Impositions shall be (i) a lien on the Premises secured hereby prior to any
right or title to, interest in, or claim upon the Premises subordinate to the
lien of this Mortgage, and (ii) payable on demand by Mortgagor to Mortgagee
together with interest at the Default Rate as set forth above.

     6. Insurance. (a) Mortgagor shall maintain, with financially sound and
reputable companies, insurance policies (i) insuring the Real Estate against
loss by fire, explosion, theft and such other casualties as may be reasonably
satisfactory to the Mortgagee, and (ii) insuring Mortgagor, the Mortgagee and
the other Secured Parties against liability for personal injury and property
damage relating to such Real Estate, such policies to be in such form and
amounts and having such coverage as may be reasonably satisfactory to the
Mortgagee. All such insurance


                                                                               6

shall (i) provide that no cancellation, material reduction in amount or material
change in coverage thereof shall be effective until at least thirty (30) days
after receipt by the Mortgagee of written notice thereof, (ii) name the
Mortgagee as an additional insured party or loss payee, (iii) include
deductibles consistent with past practice or consistent with industry practice
or otherwise reasonably satisfactory to the Mortgagee.

          (b) If any portion of the Premises is located in an area identified as
a special flood hazard area by the Federal Emergency Management Agency or other
applicable agency, Mortgagor shall maintain or cause to be maintained, flood
insurance in an amount reasonably satisfactory to Mortgagee, but in no event
less than the maximum limit of coverage available under the National Flood
Insurance Act of 1968, as amended.

          (c) Mortgagor promptly shall comply with and conform in all material
respects to (i) all provisions of each such insurance policy, and (ii) all
requirements of the insurers applicable to Mortgagor or to any of the Mortgaged
Property or to the use, manner of use, occupancy, possession, operation,
maintenance, alteration or repair of any of the Mortgaged Property. Mortgagor
shall not use or permit the use of the Mortgaged Property in any manner which
would permit any insurer to cancel any insurance policy or void coverage
required to be maintained by this Mortgage.

          (d) If Mortgagor is in default of its obligations to insure or deliver
any such prepaid policy or policies, then Mortgagee, at its option upon 5 days'
notice to Mortgagor, may effect such insurance from year to year at rates
substantially similar to the rate at which Mortgagor had insured the Premises,
and pay the premium or premiums therefor, and Mortgagor shall pay to Mortgagee
on demand such premium or premiums so paid by Mortgagee with interest from the
time of payment at the Default Rate.

          (e) If the Mortgaged Property, or any part thereof, shall be destroyed
or damaged and the reasonably estimated cost thereof would exceed $500,000,
Mortgagor shall give prompt notice thereof to Mortgagee. All insurance proceeds
paid or payable in connection with any damage or casualty to the Real Estate
shall be deemed proceeds from a Recovery Event and applied in the manner
specified in the Credit Agreement.

          (f) In the event of foreclosure of this Mortgage or other transfer of
title to the Mortgaged Property, all right, title and interest of Mortgagor in
and to any insurance policies then in force shall pass to the purchaser or
grantee.

     7. Restrictions on Liens and Encumbrances. Except for the lien of this
Mortgage and the Permitted Exceptions, Mortgagor shall not further mortgage, nor
otherwise encumber the Mortgaged Property nor create or suffer to exist any
lien, charge or encumbrance on the Mortgaged Property, or any part thereof,
whether superior or subordinate to the lien of this Mortgage and whether
recourse or non-recourse.

     8. Due on Sale and Other Transfer Restrictions. Except as expressly
permitted under Section 7.5 of the Credit Agreement, Mortgagor shall not sell,
transfer, convey or assign all or any portion of, or any interest in, the
Mortgaged Property.

     9. Condemnation/Eminent Domain. Promptly upon obtaining knowledge of the
institution of any proceedings for the condemnation of the Mortgaged Property,
or any material


                                                                               7

portion thereof, Mortgagor will notify Mortgagee of the pendency of such
proceedings. All awards and proceeds relating to such condemnation shall be
deemed proceeds from a Recovery Event and applied in the manner specified in the
Credit Agreement.

     10. Leases. Except as expressly permitted under the Credit Agreement,
Mortgagor shall not (a) execute an assignment or pledge of any Lease relating to
all or any portion of the Mortgaged Property other than in favor of Mortgagee,
or (b) execute or permit to exist any Lease of any of the Mortgaged Property.

     11. Further Assurances. To further assure Mortgagee's rights under this
Mortgage, Mortgagor agrees promptly upon demand of Mortgagee to do any act or
execute any additional documents (including, but not limited to, security
agreements on any personalty included or to be included in the Mortgaged
Property and a separate assignment of each Lease in recordable form) as may be
reasonably required by Mortgagee to confirm the lien of this Mortgage and all
other rights or benefits conferred on Mortgagee by this Mortgage.

     12. Mortgagee's Right to Perform. If Mortgagor fails to perform any of the
covenants or agreements of Mortgagor, within the applicable grace period, if
any, provided for in the Credit Agreement, Mortgagee, without waiving or
releasing Mortgagor from any obligation or default under this Mortgage, may, at
any time upon 5 days' notice to Mortgagor (but shall be under no obligation to)
pay or perform the same, and the amount or cost thereof, with interest at the
Default Rate, shall immediately be due from Mortgagor to Mortgagee and the same
shall be secured by this Mortgage and shall be a lien on the Mortgaged Property
prior to any right, title to, interest in, or claim upon the Mortgaged Property
attaching subsequent to the lien of this Mortgage. No payment or advance of
money by Mortgagee under this Section shall be deemed or construed to cure
Mortgagor's default or waive any right or remedy of Mortgagee.

     13. Remedies. (a) Upon the occurrence and during the continuance of any
Event of Default, Mortgagee may immediately take such action, without notice or
demand, as it deems advisable to protect and enforce its rights against
Mortgagor and in and to the Mortgaged Property, including, but not limited to,
the following actions, each of which may be pursued concurrently or otherwise,
at such time and in such manner as Mortgagee may determine, in its sole
discretion, without impairing or otherwise affecting the other rights and
remedies of Mortgagee:

               (i) Mortgagee may, to the extent permitted by applicable law, (A)
          institute and maintain an action of mortgage foreclosure against all
          or any part of the Mortgaged Property, (B) institute and maintain an
          action on the Credit Agreement, the Guarantee and Collateral Agreement
          or any other Loan Document, (C) sell all or part of the Mortgaged
          Property (Mortgagor expressly granting to Mortgagee the power of
          sale), or (D) take such other action at law or in equity for the
          enforcement of this Mortgage or any of the Loan Documents as the law
          may allow. Mortgagee may proceed in any such action to final judgment
          and execution thereon for all sums due hereunder, together with
          interest thereon at the Default Rate and all costs of suit, including,
          without limitation, reasonable attorneys' fees and disbursements.
          Interest at the Default Rate shall be due on any judgment obtained by
          Mortgagee from the date of judgment until actual payment is made of
          the full amount of the judgment; and




                                                                               8

               (ii) Mortgagee may personally, or by its agents, attorneys and
          employees and without regard to the adequacy or inadequacy of the
          Mortgaged Property or any other collateral as security for the
          Obligations enter into and upon the Mortgaged Property and each and
          every part thereof and exclude Mortgagor and its agents and employees
          therefrom without liability for trespass, damage or otherwise
          (Mortgagor hereby agreeing to surrender possession of the Mortgaged
          Property to Mortgagee upon demand at any such time) and use, operate,
          manage, maintain and control the Mortgaged Property and every part
          thereof. Following such entry and taking of possession, Mortgagee
          shall be entitled, without limitation, (x) to lease all or any part or
          parts of the Mortgaged Property for such periods of time and upon such
          conditions as Mortgagee may, in its discretion, deem proper, (y) to
          enforce, cancel or modify any Lease and (z) generally to execute, do
          and perform any other act, deed, matter or thing concerning the
          Mortgaged Property as Mortgagee shall deem appropriate as fully as
          Mortgagor might do.

          (b) In case of a foreclosure sale, the Real Estate may be sold, at
Mortgagee's election, in one parcel or in more than one parcel and Mortgagee is
specifically empowered (without being required to do so, and in its sole and
absolute discretion) to cause successive sales of portions of the Mortgaged
Property to be held.

          (c) In the event of any breach of any of the covenants, agreements,
terms or conditions contained in this Mortgage, Mortgagee shall be entitled to
enjoin such breach and obtain specific performance of any covenant, agreement,
term or condition and Mortgagee shall have the right to invoke any equitable
right or remedy as though other remedies were not provided for in this Mortgage.

          (d) It is agreed that if an Event of Default shall occur and be
continuing, any and all proceeds of the Mortgaged Property received by Mortgagee
shall be held by Mortgagee for the benefit of the Secured Parties as collateral
security for the Obligations (whether matured or unmatured), and shall be
applied in payment of the Obligations in the manner set forth in Section 6.5 of
the Guarantee and Collateral Agreement. Following any sale of the Mortgaged
Property, or any part hereof, under the provisions of this instrument, all
persons and parties in possession of the property sold shall be divested of any
and all interest in and claim to the Mortgaged Property, and shall be obligated
to immediately vacate the premises, and prior to such vacation shall be tenants
at sufferance of the purchaser of the property sold and shall be subject to
eviction in an action of forcible detainer; provided, the provisions of this
subparagraph shall be subject to any agreements made in writing by Mortgagee
with reference to any existing and/or future leases; provided, further, the
purchaser at any foreclosure sale shall have the option but not the obligation
to affirm any then existing leases or tenancies or otherwise succeed to the
rights of Mortgagor thereunder.

     14. Right of Mortgagee to Credit Sale. Upon the occurrence of any sale made
under this Mortgage, whether made under the power of sale or by virtue of
judicial proceedings or of a judgment or decree of foreclosure and sale,
Mortgagee may bid for and acquire the Mortgaged Property or any part thereof. In
lieu of paying cash therefor, Mortgagee may make settlement for the purchase
price by crediting upon the Obligations or other sums secured by this Mortgage,
the net sales price after deducting therefrom the expenses of sale and the cost
of the action and any


                                                                               9


other sums which Mortgagee is authorized to deduct under this Mortgage. In such
event, this Mortgage, the Credit Agreement, the Guarantee and Collateral
Agreement and documents evidencing expenditures secured hereby may be presented
to the person or persons conducting the sale in order that the amount so used or
applied may be credited upon the Obligations as having been paid.

     15. Appointment of Receiver. If an Event of Default shall have occurred and
be continuing, Mortgagee as a matter of right and without notice to Mortgagor,
unless otherwise required by applicable law, and without regard to the adequacy
or inadequacy of the Mortgaged Property or any other collateral or the interest
of Mortgagor therein as security for the Obligations, shall have the right to
apply to any court having jurisdiction to appoint a receiver or receivers or
other manager of the Mortgaged Property, without requiring the posting of a
surety bond, and without reference to the adequacy or inadequacy of the value of
the Mortgaged Property or the solvency or insolvency of Mortgagor or any other
party obligated for payment of all or any part of the Obligations, and whether
or not waste has occurred with respect to the Mortgaged Property, and Mortgagor
hereby irrevocably consents to such appointment and waives notice of any
application therefor (except as may be required by law). Any such receiver or
receivers or manager shall have all the usual powers and duties of receivers in
like or similar cases and all the powers and duties of Mortgagee in case of
entry as provided in this Mortgage, including, without limitation and to the
extent permitted by law, the right to enter into leases of all or any part of
the Mortgaged Property, and shall continue as such and exercise all such powers
until the date of confirmation of sale of the Mortgaged Property unless such
receivership is sooner terminated.

     16. Extension, Release, etc. (a) Without affecting the lien or charge of
this Mortgage upon any portion of the Mortgaged Property not then or theretofore
released as security for the full amount of the Obligations, Mortgagee may, from
time to time and without notice, agree to (i) release any person liable for the
indebtedness borrowed or guaranteed under the Loan Documents, (ii) extend the
maturity or alter any of the terms of the indebtedness borrowed or guaranteed
under the Loan Documents or any other guaranty thereof, (iii) grant other
indulgences, (iv) release or reconvey, or cause to be released or reconveyed at
any time at Mortgagee's option any parcel, portion or all of the Mortgaged
Property, (v) take or release any other or additional security for any
obligation herein mentioned, or (vi) make compositions or other arrangements
with debtors in relation thereto.

          (b) No recovery of any judgment by Mortgagee and no levy of an
execution under any judgment upon the Mortgaged Property or upon any other
property of Mortgagor shall affect the lien of this Mortgage or any liens,
rights, powers or remedies of Mortgagee hereunder, and such liens, rights,
powers and remedies shall continue unimpaired.

          (c) If Mortgagee shall have the right to foreclose this Mortgage or to
direct a power of sale, Mortgagor authorizes Mortgagee at its option to
foreclose the lien of this Mortgage (or direct the sale of the Mortgaged
Property, as the case may be) subject to the rights of any tenants of the
Mortgaged Property. The failure to make any such tenants parties defendant to
any such foreclosure proceeding and to foreclose their rights, or to provide
notice to such tenants as required in any statutory procedure governing a sale
of the Mortgaged Property, or to terminate such tenant's rights in such sale
will not be asserted by Mortgagor as a defense to


                                                                              10


any proceeding instituted by Mortgagee to collect the Obligations or to
foreclose the lien of this Mortgage.

          (d) Unless expressly provided otherwise, in the event that ownership
of this Mortgage and title to the Mortgaged Property or any estate therein shall
become vested in the same person or entity, this Mortgage shall not merge in
such title but shall continue as a valid lien on the Mortgaged Property for the
amount secured hereby.

     17. Security Agreement under Uniform Commercial Code; Fixture Filing. (a)
It is the intention of the parties hereto that this Mortgage shall constitute a
security agreement within the meaning of the Uniform Commercial Code (the
"Code") of the State in which the Mortgaged Property is located. If an Event of
Default shall occur and be continuing, then in addition to having any other
right or remedy available at law or in equity, Mortgagee shall have the option
of either (i) proceeding under the Code and exercising such rights and remedies
as may be provided to a secured party by the Code with respect to all or any
portion of the Mortgaged Property which is personal property (including, without
limitation, taking possession of and selling such property) or (ii) treating
such property as real property and proceeding with respect to both the real and
personal property constituting the Mortgaged Property in accordance with
Mortgagee's rights, powers and remedies with respect to the real property (in
which event the default provisions of the Code shall not apply). If Mortgagee
shall elect to proceed under the Code, then ten (10) days' notice of sale of the
personal property shall be deemed reasonable notice and the reasonable expenses
of retaking, holding, preparing for sale, selling and the like incurred by
Mortgagee shall include, but not be limited to, attorneys' fees and legal
expenses. At Mortgagee's request, Mortgagor shall assemble the personal property
and make it available to Mortgagee at a place designated by Mortgagee which is
reasonably convenient to both parties.

          (b) Certain portions of the Mortgaged Property are or will become
"fixtures" (as that term is defined in the Code) on the Land, and this Mortgage,
upon being filed for record in the real estate records of the county wherein
such fixtures are situated, shall operate also as a financing statement filed as
a fixture filing in accordance with the applicable provisions of said Code upon
such portions of the Mortgaged Property that are or become fixtures. The real
property to which the fixtures relate is described in Exhibit A hereto. The
record owner of the real property described in Exhibit A hereto is Mortgagor.
The name, type of organization and jurisdiction of organization of the debtor
for purposes of this financing statement are the name, type of organization and
jurisdiction of organization of the Mortgagor set forth in the first paragraph
of this Mortgage, and the name of the secured party for purposes of this
financing statement is the name of the Mortgagee set forth in the first
paragraph of this Mortgage. The mailing address of the Mortgagor/debtor is the
address of the Mortgagor set forth in the first paragraph of this Mortgage. The
mailing address of the Mortgagee/secured party from which information concerning
the security interest hereunder may be obtained is the address of the Mortgagee
set forth in the first paragraph of this Mortgage. Mortgagor's organizational
identification number is 3833596.

     18. Assignment of Rents. (a) Mortgagor hereby assigns to Mortgagee the
Rents as further security for the payment of and performance of the Obligations,
and Mortgagor grants to Mortgagee the right to enter the Mortgaged Property for
the purpose of collecting the same and to let the Mortgaged Property or any part
thereof, and to apply the Rents on account of the Obligations. The foregoing
assignment and grant is present and absolute and shall continue in


                                                                              11


effect until the Obligations are fully paid and performed, but Mortgagee hereby
waives the right to enter the Mortgaged Property for the purpose of collecting
the Rents, and Mortgagor shall be entitled to collect, receive, use and retain
the Rents until Mortgagor's right to collect, receive, use and retain the Rents
is revoked; such right of Mortgagor may be revoked by Mortgagee upon the
occurrence and during the continuance of any Event of Default by giving not less
than five days' written notice of such revocation to Mortgagor; in the event
such notice is given, Mortgagor shall pay over to Mortgagee, or to any receiver
appointed to collect the Rents, any lease security deposits, and shall pay
monthly in advance to Mortgagee, or to any such receiver, the fair and
reasonable rental value as determined by Mortgagee for the use and occupancy of
such part of the Mortgaged Property as may be in the possession of Mortgagor or
any affiliate of Mortgagor, and upon default in any such payment Mortgagor and
any such affiliate will vacate and surrender the possession of the Mortgaged
Property to Mortgagee or to such receiver, and in default thereof may be evicted
by summary proceedings or otherwise. Mortgagor shall not accept prepayments of
installments of Rent to become due for a period of more than one month in
advance (except for security deposits and estimated payments of percentage rent,
if any).

          (b) Mortgagor has not affirmatively done any act which would prevent
Mortgagee from, or limit Mortgagee in, acting under any of the provisions of the
foregoing assignment.

          (c) Except for any matter disclosed in the Credit Agreement, no action
has been brought or, so far as is known to Mortgagor, is threatened, which would
interfere in any way with the right of Mortgagor to execute the foregoing
assignment and perform all of Mortgagor's obligations contained in this Section
and in the Leases.

     19. Additional Rights. The holder of any subordinate lien or subordinate
deed of trust on the Mortgaged Property shall have no right to terminate any
Lease whether or not such Lease is subordinate to this Mortgage nor shall
Mortgagor consent to any holder of any subordinate lien or subordinate deed of
trust joining any tenant under any Lease in any action to foreclose the lien or
modify, interfere with, disturb or terminate the rights of any tenant under any
Lease. By recordation of this Mortgage all subordinate lienholders and the
mortgagees and beneficiaries under subordinate mortgages are subject to and
notified of this provision, and any action taken by any such lienholder or
beneficiary contrary to this provision shall be null and void. Any such
application shall not be construed to cure or waive any Default or Event of
Default or invalidate any act taken by Mortgagee on account of such Default or
Event of Default.

     20. Notices. All notices, requests and demands to or upon the Mortgagee or
the Mortgagor hereunder shall be effected in the manner provided for in Section
10.2 of the Credit Agreement; provided that any such notice, request or demand
to or upon Mortgagor shall be addressed to Mortgagor at its address set forth
above.

     21. No Oral Modification. This Mortgage may not be amended, supplemented or
otherwise modified except in accordance with the provisions of Section 10.1 of
the Credit Agreement. Any agreement made by Mortgagor and Mortgagee after the
date of this Mortgage relating to this Mortgage shall be superior to the rights
of the holder of any intervening or subordinate lien or encumbrance.


                                                                              12


     22. Partial Invalidity. In the event any one or more of the provisions
contained in this Mortgage shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, but each shall be construed as if
such invalid, illegal or unenforceable provision had never been included.
Notwithstanding to the contrary anything contained in this Mortgage or in any
provisions of any Loan Document, the obligations of Mortgagor and of any other
obligor under any Loan Documents shall be subject to the limitation that
Mortgagee shall not charge, take or receive, nor shall Mortgagor or any other
obligor be obligated to pay to Mortgagee, any amounts constituting interest in
excess of the maximum rate permitted by law to be charged by Mortgagee.

     23. Mortgagor's Waiver of Rights. (a) Mortgagor hereby voluntarily and
knowingly releases and waives any and all rights to retain possession of the
Mortgaged Property after the occurrence of an Event of Default and any and all
rights of redemption from sale under any order or decree of foreclosure (whether
full or partial), pursuant to rights, if any, therein granted, as allowed under
any applicable law, on its own behalf, on behalf of all persons claiming or
having an interest (direct or indirectly) by, through or under each constituent
of Mortgagor and on behalf of each and every person acquiring any interest in
the Mortgaged Property subsequent to the date hereof, it being the intent hereof
that any and all such rights or redemption of each constituent of Mortgagor and
all such other persons are and shall be deemed to be hereby waived to the
fullest extent permitted by applicable law or replacement statute. Each
constituent of Mortgagor shall not invoke or utilize any such law or laws or
otherwise hinder, delay, or impede the execution of any right, power, or remedy
herein or otherwise granted or delegated to Mortgagee, but shall permit the
execution of every such right, power, and remedy as though no such law or laws
had been made or enacted.

          (b) To the fullest extent permitted by law, Mortgagor waives the
benefit of all laws now existing or that may subsequently be enacted providing
for (i) any appraisement before sale of any portion of the Mortgaged Property,
(ii) any extension of the time for the enforcement of the collection of the
Obligations or the creation or extension of a period of redemption from any sale
made in collecting such debt and (iii) exemption of the Mortgaged Property from
attachment, levy or sale under execution or exemption from civil process. To the
full extent Mortgagor may do so, Mortgagor agrees that Mortgagor will not at any
time insist upon, plead, claim or take the benefit or advantage of any law now
or hereafter in force providing for any appraisement, valuation, stay,
exemption, extension or redemption, or requiring foreclosure of this Mortgage
before exercising any other remedy granted hereunder and Mortgagor, for
Mortgagor and its successors and assigns, and for any and all persons ever
claiming any interest in the Mortgaged Property, to the extent permitted by law,
hereby waives and releases all rights of redemption, valuation, appraisement,
stay of execution, notice of election to mature (except as expressly provided in
the Credit Agreement) or declare due the whole of the secured indebtedness and
marshalling in the event of exercise by Mortgagee of the foreclosure rights,
power of sale, or other rights hereby created.

     24. Remedies Not Exclusive. Mortgagee shall be entitled to enforce payment
and performance of the Obligations and to exercise all rights and powers under
this Mortgage or under any of the other Loan Documents or other agreement or any
laws now or hereafter in force, notwithstanding some or all of the Obligations
may now or hereafter be otherwise secured, whether by deed of trust, mortgage,
security agreement, pledge, lien, assignment or otherwise. Neither the
acceptance of this Mortgage nor its enforcement, shall prejudice or in any
manner


                                                                              13

affect Mortgagee's rights to realize upon or enforce any other security
now or hereafter held by Mortgagee, it being agreed that Mortgagee shall be
entitled to enforce this Mortgage and any other security now or hereafter held
by Mortgagee in such order and manner as Mortgagee may determine in its absolute
discretion. No remedy herein conferred upon or reserved to Mortgagee is intended
to be exclusive of any other remedy herein or by law provided or permitted, but
each shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute. Every
power or remedy given by any of the Loan Documents to Mortgagee or to which
either may otherwise be entitled, may be exercised, concurrently or
independently, from time to time and as often as may be deemed expedient by
Mortgagee, as the case may be. In no event shall Mortgagee, in the exercise of
the remedies provided in this Mortgage (including, without limitation, in
connection with the assignment of Rents to Mortgagee, or the appointment of a
receiver and the entry of such receiver on to all or any part of the Mortgaged
Property), be deemed a "mortgagee in possession," and Mortgagee shall not in any
way be made liable for any act, either of commission or omission, in connection
with the exercise of such remedies.

     25. Multiple Security. If (a) the Premises shall consist of one or more
parcels, whether or not contiguous and whether or not located in the same
county, or (b) in addition to this Mortgage, Mortgagee shall now or hereafter
hold or be the beneficiary of one or more additional mortgages, liens, deeds of
trust or other security (directly or indirectly) for the Obligations upon other
property in the State in which the Premises are located (whether or not such
property is owned by Mortgagor or by others) or (c) both the circumstances
described in clauses (a) and (b) shall be true, then to the fullest extent
permitted by law, Mortgagee may, at its election, commence or consolidate in a
single foreclosure action all foreclosure proceedings against all such
collateral securing the Obligations (including the Mortgaged Property), which
action may be brought or consolidated in the courts of, or sale conducted in,
any county in which any of such collateral is located. Mortgagor acknowledges
that the right to maintain a consolidated foreclosure action is a specific
inducement to Mortgagee to extend the indebtedness borrowed pursuant to or
guaranteed by the Loan Documents, and Mortgagor expressly and irrevocably waives
any objections to the commencement or consolidation of the foreclosure
proceedings in a single action and any objections to the laying of venue or
based on the grounds of forum non conveniens which it may now or hereafter have.
Mortgagor further agrees that if Mortgagee shall be prosecuting one or more
foreclosure or other proceedings against a portion of the Mortgaged Property or
against any collateral other than the Mortgaged Property, which collateral
directly or indirectly secures the Obligations, or if Mortgagee shall have
obtained a judgment of foreclosure and sale or similar judgment against such
collateral, then, whether or not such proceedings are being maintained or
judgments were obtained in or outside the State in which the Premises are
located, Mortgagee may commence or continue any foreclosure proceedings and
exercise its other remedies granted in this Mortgage against all or any part of
the Mortgaged Property and Mortgagor waives any objections to the commencement
or continuation of a foreclosure of this Mortgage or exercise of any other
remedies hereunder based on such other proceedings or judgments, and waives any
right to seek to dismiss, stay, remove, transfer or consolidate either any
action under this Mortgage or such other proceedings on such basis. Neither the
commencement nor continuation of proceedings to foreclose this Mortgage, nor the
exercise of any other rights hereunder nor the recovery of any judgment by
Mortgagee in any such proceedings or the occurrence of any sale in any such
proceedings shall prejudice, limit or preclude Mortgagee's right to commence or
continue one or more foreclosure or other proceedings or obtain a judgment
against any other collateral (either in or outside the


                                                                              14

State in which the Premises are located) which directly or indirectly secures
the Obligations, and Mortgagor expressly waives any objections to the
commencement of, continuation of, or entry of a judgment in such other sales or
proceedings or exercise of any remedies in such sales or proceedings based upon
any action or judgment connected to this Mortgage, and Mortgagor also waives any
right to seek to dismiss, stay, remove, transfer or consolidate either such
other sales or proceedings or any sale or action under this Mortgage on such
basis. It is expressly understood and agreed that to the fullest extent
permitted by law, Mortgagee may, at its election, cause the sale of all
collateral which is the subject of a single foreclosure action at either a
single sale or at multiple sales conducted simultaneously and take such other
measures as are appropriate in order to effect the agreement of the parties to
dispose of and administer all collateral securing the Obligations (directly or
indirectly) in the most economical and least time-consuming manner.

     26. Successors and Assigns. All covenants of Mortgagor contained in this
Mortgage are imposed solely and exclusively for the benefit of Mortgagee, and
its successors and assigns, and no other person or entity shall have standing to
require compliance with such covenants or be deemed, under any circumstances, to
be a beneficiary of such covenants, any or all of which may be freely waived in
whole or in part by Mortgagee at any time if in the sole discretion of either of
them such a waiver is deemed advisable. All such covenants of Mortgagor shall
run with the land and bind Mortgagor, the successors and assigns of Mortgagor
(and each of them) and all subsequent owners, encumbrancers and tenants of the
Mortgaged Property, and shall inure to the benefit of Mortgagee and its
successors and assigns. The word "Mortgagor" shall be construed as if it read
"Mortgagors" whenever the sense of this Mortgage so requires and if there shall
be more than one Mortgagor, the obligations of the Mortgagors shall be joint and
several.

     27. No Waivers, etc. Any failure by Mortgagee to insist upon the strict
performance by Mortgagor of any of the terms and provisions of this Mortgage
shall not be deemed to be a waiver of any of the terms and provisions hereof,
and Mortgagee, notwithstanding any such failure, shall have the right thereafter
to insist upon the strict performance by Mortgagor of any and all of the terms
and provisions of this Mortgage to be performed by Mortgagor. Mortgagee may
release, regardless of consideration and without the necessity for any notice to
or consent by the holder of any subordinate lien on the Mortgaged Property, any
part of the security held for the obligations secured by this Mortgage without,
as to the remainder of the security, in any way impairing or affecting the lien
of this Mortgage or the priority of such lien over any subordinate lien or deed
of trust.

     28. Governing Law, etc. This Mortgage shall be governed by and construed
and interpreted in accordance with the laws of the State in which the Mortgaged
Property is located, except that Mortgagor expressly acknowledges that by their
respective terms the Credit Agreement and the Guarantee and Collateral Agreement
shall be governed and construed in accordance with the laws of the State of New
York, and for purposes of consistency, Mortgagor agrees that in any in personam
proceeding related to this Mortgage the rights of the parties to this Mortgage
shall also be governed by and construed in accordance with the laws of the State
of New York governing contracts made and to be performed in that State.

     29. Certain Definitions. Unless the context clearly indicates a contrary
intent or unless otherwise specifically provided herein, words used in this
Mortgage shall be used interchangeably in singular or plural form and the word
"Mortgagor" shall mean "each


                                                                              15


Mortgagor or any subsequent owner or owners of the Mortgaged Property or any
part thereof or interest therein," the word "Mortgagee" shall mean "Mortgagee or
any successor agent for the Lenders," the word "person" shall include any
individual, corporation, partnership, limited liability company, trust,
unincorporated association, government, governmental authority, or other entity,
and the words "Mortgaged Property" shall include any portion of the Mortgaged
Property or interest therein. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and vice
versa. The captions in this Mortgage are for convenience or reference only and
in no way limit or amplify the provisions hereof.

     30. Duty of Mortgagee; Authority of Mortgagee. (a) The Mortgagee's sole
duty with respect to the custody, safekeeping and physical preservation of the
Mortgaged Property which is in its possession, or otherwise, shall be to deal
with it in the same manner as the Mortgagee deals with similar property for its
own account. Neither the Mortgagee, any Secured Party nor any of their
respective officers, directors, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Mortgaged Property or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Mortgaged Property upon the request of Mortgagor or any other Person or
to take any other action whatsoever with regard to the Mortgaged Property or any
part thereof. The powers conferred on the Mortgagee and the Secured Parties
hereunder are solely to protect the Mortgagee's and the Secured Parties'
interests in the Mortgaged Property and shall not impose any duty upon the
Mortgagee or any Secured Party to exercise any such powers. The Mortgagee and
the Secured Parties shall be accountable only for amounts that they actually
receive as a result of the exercise of such powers, and neither they nor any of
their officers, directors, employees or agents shall be responsible to Mortgagor
for any act or failure to act hereunder, except for their own gross negligence
or willful misconduct.

          (b) Mortgagor acknowledges that the rights and responsibilities of the
Mortgagee under this Mortgage with respect to any action taken by the Mortgagee
or the exercise or non-exercise by the Mortgagee of any option, voting right,
request, judgment or other right or remedy provided for herein or resulting or
arising out of this Mortgage shall, as between the Mortgagee and the Secured
Parties, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Mortgagee and Mortgagor, the Mortgagee shall be conclusively presumed to be
acting as agent for the Secured Parties with full and valid authority so to act
or refrain from acting, and Mortgagor shall be under no obligation, or
entitlement, to make any inquiry respecting such authority.

     31. Last Dollars Secured; Priority. To the extent that this Mortgage
secures only a portion of the indebtedness owing or which may become owing by
Mortgagor to the Secured Parties, the parties agree that any payments or
repayments of such indebtedness shall be and be deemed to be applied first to
the portion of the indebtedness that is not secured hereby, it being the
parties' intent that the portion of the indebtedness last remaining unpaid shall
be secured hereby. If at any time this Mortgage shall secure less than all of
the principal amount of the Obligations, it is expressly agreed that any
repayments of the principal amount of the Obligations shall not reduce the
amount of the lien of this Mortgage until the lien amount shall equal the
principal amount of the Obligations outstanding.



                                                                              16


     32. Enforcement Expenses; Indemnification. (a) Mortgagor agrees to pay, or
reimburse each Secured Party and the Mortgagee for, all its costs and expenses
incurred in collecting against Mortgagor or otherwise enforcing or preserving
any rights under this Mortgage, including, without limitation, the fees and
disbursements of counsel to each Secured Party and of counsel to the Mortgagee.

          (b) Mortgagor agrees to pay, and to save the Mortgagee and the Secured
Parties harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the Mortgaged
Property or in connection with any of the transactions contemplated by this
Mortgage.

          (c) Mortgagor agrees to pay, and to save the Mortgagee and the Secured
Parties harmless from, any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Mortgage to the extent the Borrower would
be required to do so pursuant to Section 10.5 of the Credit Agreement.

          (d) The agreements in this Section shall survive repayment of the
Obligations and all other amounts payable.

     33. Release. If any of the Mortgaged Property shall be sold, transferred or
otherwise disposed of by any Mortgagor in a transaction permitted by the Credit
Agreement and the Net Cash Proceeds are delivered to Mortgagee in accordance
with the terms of the Credit Agreement, then the Mortgagee, at the request and
sole expense of such Mortgagor, shall execute and deliver to such Mortgagor all
releases or other documents reasonably necessary or desirable for the release of
the Liens created hereby on such Mortgaged Property. The Mortgagor shall deliver
to the Mortgagee, at least five Business Days prior to the date of the proposed
release, a written request for release identifying the sale or other disposition
in reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Mortgagor stating that such
transaction is in compliance with, and permitted by, the Credit Agreement and
the other Loan Documents. No consent of any Qualified Counterparty shall be
required for any release of all or any portion of the Mortgaged Property
pursuant to this Section.

     34. New Jersey Environmental Laws. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: (a) None of the real
property owned and/or occupied by Mortgagor or any affiliate of Mortgagor and
located in the State of New Jersey, including, but not limited to the Premises
is now being used as a "Major Facility" (as defined in the New Jersey Spill
Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq. (as amended from time
to time, the "Spill Act")), and Mortgagor agrees that if such real property,
including, but not limited to, the Premises, shall be used as a "Major Facility"
after the date of this Mortgage, including after completion of any construction,
renovation, restoration and other developmental work which Mortgagor or any
affiliate of Mortgagor intends to undertake or cause to be undertaken thereon,
such real property, including, but not limited to, the Premises, shall be so
used in compliance with all applicable Legal Requirements in all material
respects.



                                                                              17


          (b) Mortgagor has no knowledge or reason to believe that a lien has
been attached to any revenues of or any real or personal property owned by
Mortgagor or any affiliate of Mortgagor and located in the State of New Jersey,
including, but not limited to the Premises, pursuant to the provisions of the
Spill Act, including by reason of expenditures from the New Jersey Spill
Compensation Fund in connection with any intentional or unintentional action or
omission on the part of Mortgagor, any affiliate of Mortgagor or any previous
owner and/or operator of such real property. To the knowledge of Mortgagor,
neither Mortgagor nor any affiliate of Mortgagor has received a summons,
citation, or directive, written or oral, from the New Jersey Department of
Environmental Protection concerning any such intentional or unintentional action
or omission described by the preceding sentence.

          (c) If a lien shall be filed against the Premises by the New Jersey
Department of Environmental Protection or any other Governmental Authority,
whether pursuant to the provisions of the Spill Act, or otherwise, then
Mortgagor shall, within thirty (30) days from the date that Mortgagor is given
notice that the lien has been placed against the Premises or within such shorter
period of time in the event that the applicable Governmental Authority has
commenced steps to cause the Premises to be sold pursuant to the lien, either
(i) pay the claim and remove the lien from the Premises, or (ii) furnish (a) a
bond satisfactory to Mortgagee in the amount of the claim out of which the lien
arises, (b) a cash deposit in the amount of the claim out of which the lien
arises, or (c) other security reasonably satisfactory to Mortgagee in an amount
sufficient to discharge the claim out of which the lien arises.

          (d) Mortgagor shall not cause or permit to exist, as a result of an
intentional or unintentional action or omission on its part, a releasing,
spilling, leaking, pumping, emitting, pouring, emptying, dumping or other
"discharge" (as such term is defined in the Spill Act) of a "Hazardous
Substance", "Hazardous Waste" or "Hazardous Material" (as defined above), on,
into or from the Premises except in accordance with Legal Requirements, except
to the extent that such discharge could not reasonably be expected to have a
Material Adverse Effect. If Mortgagor does cause or permit any such action or
omission Mortgagor shall promptly clean up such spill, leak, etc., in accordance
with the provisions of the Spill Act.

          (e) To the extent Mortgagor is required to comply with the New Jersey
Industrial Site Recovery Act, N.J.S.A. 13:1K-6, et seq. (as amended from time to
time, "ISRA") by reason of the operations of a tenant under any Lease, Mortgagor
shall comply fully with ISRA, upon termination of any of such Lease and shall
use its best efforts to cause any tenant to comply, including upon any
"transfer" or "cessation" of operations (as such terms are construed under
ISRA). From and after the date hereof, in the event compliance with ISRA is
required for any reason, Mortgagor shall upon demand by Mortgagee post a bond or
other security with Mortgagee reasonably satisfactory to Mortgagee in all
respects, to secure Mortgagor's obligations hereunder or under ISRA.

     35. Receipt of Copy. Mortgagor acknowledges that it has received a true
copy of this Mortgage.

     36. Revolving Credit. This Mortgage secures, among other obligations, a
revolving line of credit pursuant to the terms and conditions of the Credit
Agreement, under the terms of which funds may be advanced, paid back, and
readvanced. The sums advanced pursuant to and in accordance with the terms and
conditions of the Credit Agreement after the effective date of


                                                                              18


this Mortgage shall have the same priority over liens, encumbrances, and other
matters as if such advances had been made as of the effective date of this
Mortgage. This Mortgage is subject to modification as defined by N.J.S.A
46:9-8.1. This Mortgage secures the principal amount of $125,000,000 together
with (a) accrued and unpaid interest outstanding from time to time at the one or
more applicable rates set forth in the Credit Agreement, (b) advances made from
time to time by the Administrative Agent or the Secured Parties for taxes,
assessments, and insurance premiums, (c) indemnification obligations of the
Mortgagor under the Loan Documents, (d) costs and expenses that may be required
to be paid by the Mortgagor under the Loan Documents from time to time,
including, among others, reasonably incurred attorneys' fees and expenses, and
(e) all other amounts that may be advanced from time to time by the
Administrative Agent or the Secured Parties under the Loan Documents.

     37. Name and Address of Mortgagee. The name and address of the
Administrative Agent from which a Person may obtain about the lien and security
interest of this Mortgage is JPMORGAN CHASE BANK, N.A., as Administrative Agent,
whose address is Loan and Agency Services, 111 Fannin, 10th Floor Houston, Texas
77002.








                  This Mortgage has been duly executed by Mortgagor as of the
date fist above written and is intended to be effective as of such date.


                                            MAFCO WORLDWIDE CORPORATION


                                            By:  /s/ Stephen G. Taub
                                                 -------------------------------
                                                 Name:  Stephen G. Taub
                                                 Title: President





State of New Jersey)
                        ) ss.
County of Camden   )

                  On this 6th day of December in the year 2005 before me,
Kathleen L. Pierman, a Notary Public of said State, duly commissioned
and sworn, personally appeared Stephen G. Taub, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
who executed the within instrument as president (or secretary) or on behalf of
the corporation therein and acknowledged to me that such corporation executed
the same.

                  In Witness Whereof, I have hereunto set my hand and affixed by
official seal the day and year in this certificate first above written.

                                                     /s/ Kathleen L. Pierman
                                                     -----------------------
                                                     Notary Public #2209175

                                                         [Notarial Stamp]



                                                      KATHLEEN L. PIERMAN
                                                   NOTARY PUBLIC OF NEW JERSEY
                                                   Commission Expires 1/27/2008






                                   Schedule A
                                   ----------

                             Description of the Land
                             -----------------------


ALL those certain tracts, lots and parcels of land lying and being in the City
of Camden, County of Camden and State of New Jersey, being more particularly
described in accordance with surveys made by Sitech Corporation, dated March 12,
2001, as follows:

TRACT 1:
--------

BEGINNING at a point of intersection of the Northerly line of Chelton Avenue (60
feet wide) and the Westerly line of Third Street (60 feet wide) (unimproved),
extending; thence

1) Along the Northerly line of Chel(on Avenue, North 82 degrees 45 minutes 00
seconds West, a distance of 1152.11 feet to a point in the exterior wharf line,
established by the Riparian Commission of New Jersey in 1873; thence

2) Along said wharf line, North 17 degrees 00 minutes 00 seconds West, a
distance of 203.49 feet to a point in the same; thence

3) North 16 degrees 45 minutes 00 seconds West, a distance of 61.10 feet to a
point; thence

4) Still along same, North 12 degrees 30 minutes 00 seconds West, a distance of
232.32 feet to a point; thence

5) South 82 degrees 45 minutes 00 seconds East, a distance of 743.03 feet to a
point in the Northerly line of Jefferson Street (60 feet wide); thence

6) Along said line, South 07 degrees 15 minutes 00 seconds West, a distance of
60.00 feet to a point in the Southerly line of Jefferson Street; thence

7) Along said line, South 82 degrees 45 minutes 00 seconds East, a distance of
596.00 feet to a point in the Westerly line of Third Street; thence

8) Along the same, South 07 degrees 15 minutes 00 seconds West, a distance of
400.00 feet to the point and place of beginning.

BEING Lot 5, Block 454, on the Tax Map of Camden City, Camden County, NJ.

TRACT 2
-------

Beginning at a point in the center line of Viola Street (60 feet wide)(now
vacated), said point also being in the Westerly line of Third Street (60 feet
wide) and extending; thence

1)   Westwardly, along the Northerly line of Viola Street, a distance of 596.00
     feet to a point in the center line of Second Street (previously 50 feet
     wide)(a private road); thence





2)   Northwardly, forming an Interior right angle of 90 degrees 02 minutes 05
     seconds along the said line, a distance of 240.0 feet to a point, said
     point being the center line of Emerald Street, if extended; thence

3)   Along said line, forming an interior angle of 89 degrees 57 minutes 55
     seconds, a distance of 596.00 feet to a point in the said Westerly line of
     Third Street; thence

4)   Along said line of Third Street, Southwardly, forming an interior angle of
     90 degrees 02 minutes 05 seconds a distance of 240 feet to the point and
     place of Beginning.


 BEING Block 454, Lot 20 and p/o Lot 25, on the Tax Map of Camden City, Camden
County, New Jersey.


TRACT 3:
--------

BEGINNING at a point of intersection of the Southerly tine of Jefferson Street
(60 feet wide) and the Westerly line of Fourth Street (60 feet wide), extending;
thence

1) Westwardly, along the Southerly line of Jefferson Street, a distance of
200.00 feet to a point in the Easterly line of Ancona Street (40 feet wide) (not
physical); thence

2) Southwestwardly, at right angles to Jefferson Street, a distance of 240.00
feet to a point in the line of lands now or formerly of Atlantic City Railroad
Company; thence

3) Eastwardly, parallel with Jefferson Street, along said line, a distance of
100.00 feet to a point; thence

4) Southwardly, parallel with Fourth Street, still along said lands, a distance
of 140.00 feet to a point; thence

5) Eastwardly, still along said lands, parallel with Jefferson Street, a
distance of 100.00 feet to a point in the Westerly line of Fourth Street; thence

6) Northwardly, along said line, a distance of 380.00 feet to the point and
place of beginning. BEING Lot 2, Block 496, on the Tax Map of Camden City,
Camden County, New Jersey.

TRACT 4:
--------

         BEGINNING at a spike at the intersection of the Southwesterly line of
Jefferson Street 60 feet wide) with the Northwesterly line of Ancona Street (40
feet wide); thence (1) South 10 degrees 00 minutes 00 seconds West, along the
Northwesterly line of Ancona Street, a distance of 229.32 feet to an Iron pipe
for a point on a non tangent curve, said point being a distance of 32 feet
measured Northeastwardly and radially from the centerline of the Easternmost
yard track formerly of the Pennsylvania-Reading Seashore Lines; thence (2)




Extending In a Northwesterly direction, parallel and concentric with said curved
centerline of track, along a line curving to the right with a radius of 1,368.0
feet, an arc distance of 255.27 feet and having a chord bearing and distance of
North 15 degrees 54 minutes 35 seconds West, 254.95 feet to an iron pipe for a
point on a nontangent line, said point being distant 32 feet measured
Northeastwardly and radially from said, curved centerline of track, said point
also being on the Southwesterly line of Jefferson Street (60 feet wide); thence
(3) South 80 degrees 00 minutes 00 seconds East, along the same, a distance of
111.40 feet to a spike at the intersection of the Southwesterly line of
Jefferson Street with the Northwesterly line of Ancona Street, the point and
place of beginning.

         PARCEL A, now Lot 5, Block 496, formerly being part of Lot 1, Block
773, on the Tax Records of the City of Camden, Camden County, New Jersey:

TRACT 5:
--------

BEGINNING at an iron pipe at the intersection of the Northwesterly line of
Fourth Street (60 feet wide) with the Northeasterly line of Chelton Avenue (60
feet wide); thence (1) North 80 degrees 00 minutes 00 seconds West, along
Northeasterly line of Chelton Avenue, a distance of 116.79 feet to an iron pipe
for a point of nontangent curve, said point being distant 32 feet measured
Northeastwardly and radially from the centerline of the Easternmost yard track
formerly of the Pennsylvania-Reading Seashore Lines; thence (2) Extending In a
Northwesterly direction parallel with and concentric with said curved centerline
of track, along a line curving to the right with a radius of 1,368.0 feet, an
arc distance of 136.71 feet and having a chord bearing and distance of North 27
degrees 30 minutes 20 seconds West, 136.67 feet to an Iron pipe for a point on
the nontangent line, said point being distant 32 feet measured Northeastwardly
and radially from the said curved centerline of track, said point being also on
the Southwesterly line of Ancona Street (40 feet wide); thence (3) North 10
degrees 00 minutes 00 seconds East, along the Southeasterly line of Ancona
Street, a distance of 51.58 feet to a spike for a corner to lands now or
formerly of McAndrews and Forbes Company; thence (4) South 80 degrees 00 minutes
00 seconds East, along the same, a distance of 100.0 feet to a spike for a
corner; thence (5) South 10 degrees 00 minutes 00 seconds West, along the same,
f distance of 140.0 feet to an Iron pipe for a corner; thence (6) South 80
degrees 00 minutes 00 seconds East, along the same, a distance of 100.0 feet to
an Iron pipe for a corner, said point also being on the Northwesterly line of
Fourth Street (60 feet wide); thence (7) South 10 degrees 00 minutes 00 seconds
West, along the same, a distance of 20.0 feet to an iron pipe at the
intersection of the Northwesterly line of Fourth Street with the Northeasterly
line of Chelton Avenue, the point and place of beginning.

PARCEL B, now being Lot 2, Block 406, formerly being part of Lot 3 and all of
Lot 4, Block 774, on the Tax Records of the City of Camden, County of Camden,
New Jersey.`