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                                                                    Exhibit 4.13

                                    MORTGAGE

                                     made by

                             OAK INTERNATIONAL, INC.
                                   (MORTGAGOR)

                                   in favor of

                         U.S. BANK NATIONAL ASSOCIATION,
                         AS TRUSTEE AND COLLATERAL AGENT
                                   (MORTGAGEE)

                               PROPERTY LOCATION:

                                1160 White Street
                             Sturgis, Michigan 49091
                                St. Joseph County

                            DATED AS OF JUNE 10, 2004

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                                TABLE OF CONTENTS

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                                                                                                   PAGE
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<S>                                                                                                <C>
ARTICLE I DEFINITIONS.........................................................................       2
     SECTION 1.01      Terms Defined Above....................................................       2
     SECTION 1.02      Definitions............................................................       2
     SECTION 1.03      Terminology............................................................       6
     SECTION 1.04      Other Defined Terms....................................................       6

ARTICLE II GRANT OF LIEN AND SECURITY INTEREST................................................       6
     SECTION 2.01      Grant of Lien..........................................................       6
     SECTION 2.02      Grant of Security Interest.............................................       7
     SECTION 2.03      No Obligation of Mortgagee.............................................       7
     SECTION 2.04      Fixture Filing.........................................................       7
     SECTION 2.05      Future Advances........................................................       7

ARTICLE III ASSIGNMENT OF LEASES AND RENTS....................................................       8
     SECTION 3.01      Assignment.............................................................       8
     SECTION 3.02      Revocable License......................................................       8
     SECTION 3.03      Enforcement of Leases..................................................       9
     SECTION 3.04      Direction to Tenants...................................................       9
     SECTION 3.05      Appointment of Attorney-in-Fact........................................       9
     SECTION 3.06      No Liability of Mortgagee..............................................      10
     SECTION 3.07      Mortgagor's Indemnities................................................      10
     SECTION 3.08      No Modification of Mortgagor's Obligations.............................      11

ARTICLE IV REPRESENTATIONS AND WARRANTIES.....................................................      11
     SECTION 4.01      Title to Mortgaged Property and Lien of this Mortgage..................      11
     SECTION 4.02      Taxes and Other Payments...............................................      11
     SECTION 4.03      Power to Create Lien and Security......................................      12
     SECTION 4.04      Senior Secured Note Documents and Indenture............................      12
     SECTION 4.05      Compliance with Laws...................................................      12
     SECTION 4.06      No Condemnation........................................................      12
     SECTION 4.07      Flood Zone.............................................................      12

ARTICLE V AFFIRMATIVE COVENANTS...............................................................      13
     SECTION 5.01      Lien Status............................................................      13
     SECTION 5.02      Payment of Impositions.................................................      13
     SECTION 5.03      Repair.................................................................      14
     SECTION 5.04      Insurance and Application of Insurance Proceeds........................      14
     SECTION 5.05      Condemnation and Application of Condemnation Proceeds..................      16
     SECTION 5.06      Maintenance of Rights-of-Way, Easements, Licenses and Other Rights.....      17
     SECTION 5.07      Payment and Performance of Senior Secured Note Obligations.............      17
     SECTION 5.08      Compliance with Permitted Liens and Other Obligations..................      17
     SECTION 5.09      Additional Affirmative Covenants.......................................      18

ARTICLE VI NEGATIVE COVENANTS.................................................................      18
     SECTION 6.01      Use Violations.........................................................      18
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<S>                                                                                                 <C>
     SECTION 6.02      Waste..................................................................      18
     SECTION 6.03      Alterations............................................................      18
     SECTION 6.04      No Further Encumbrances................................................      18
     SECTION 6.05      Transfer Restrictions..................................................      18
     SECTION 6.06      Senior Secured Note Documents and Indenture; Additional Negative
                       Covenants..............................................................      18

ARTICLE VII EVENTS OF DEFAULT AND REMEDIES....................................................      19
     SECTION 7.01      Event of Default.......................................................      19
     SECTION 7.02      Acceleration...........................................................      19
     SECTION 7.03      Foreclosure and Sale...................................................      19
     SECTION 7.04      Mortgagee's Agents.....................................................      20
     SECTION 7.05      Judicial Foreclosure...................................................      20
     SECTION 7.06      Receiver...............................................................      20
     SECTION 7.07      Foreclosure for Installments...........................................      21
     SECTION 7.08      Separate Sales.........................................................      21
     SECTION 7.09      Possession of Mortgaged Property.......................................      21
     SECTION 7.10      Occupancy After Acceleration...........................................      22
     SECTION 7.11      Remedies Cumulative, Concurrent and Nonexclusive.......................      22
     SECTION 7.12      No Release of Senior Secured Note Obligations..........................      22
     SECTION 7.13      Release of and Resort to Collateral....................................      23
     SECTION 7.14      Waiver of Redemption, Notice and Marshalling of Assets.................      23
     SECTION 7.15      Discontinuance of Proceedings..........................................      23
     SECTION 7.16      Application of Proceeds................................................      23
     SECTION 7.17      Uniform Commercial Code Remedies.......................................      24
     SECTION 7.18      Indemnity..............................................................      24

ARTICLE VIII MISCELLANEOUS....................................................................      25
     SECTION 8.01      Instrument Construed as Mortgage, Etc..................................      25
     SECTION 8.02      Performance at Mortgagor's Expense.....................................      25
     SECTION 8.03      Survival of Senior Secured Note Obligations............................      25
     SECTION 8.04      Further Assurances.....................................................      25
     SECTION 8.05      Notices................................................................      26
     SECTION 8.06      No Waiver..............................................................      26
     SECTION 8.07      Mortgagee's Right to Perform as Mortgagee's Expenditures...............      26
     SECTION 8.08      Successors and Assigns.................................................      27
     SECTION 8.09      Severability...........................................................      27
     SECTION 8.10      Entire Agreement and Modification......................................      27
     SECTION 8.11      Applicable Law.........................................................      27
     SECTION 8.12      Satisfaction of Prior Encumbrance......................................      27
     SECTION 8.13      No Partnership.........................................................      28
     SECTION 8.14      Headings...............................................................      28
     SECTION 8.15      Release of Mortgage....................................................      28
     SECTION 8.16      Limitation of Senior Secured Note Obligations with Respect to
                       Mortgaged Property.....................................................      28
     SECTION 8.17      Inconsistency with Indenture...........................................      29
     SECTION 8.18      Limitation on Interest Payable.........................................      29
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<S>                                                                                                 <C>
     SECTION 8.19      Covenants To Run With the Land.........................................      29
     SECTION 8.20      Intentionally Omitted..................................................      30
     SECTION 8.21      Defense of Claims......................................................      30
     SECTION 8.22      Exculpation Provisions.................................................      30
     SECTION 8.23      No Merger of Estates...................................................      30
     SECTION 8.24      Release Upon Transfer or Sale..........................................      30
     SECTION 8.25      Counterparts...........................................................      31

ARTICLE IX ADDITIONAL STATE SPECIFIC PROVISIONS...............................................      31
     SECTION 9.01      Divisions..............................................................      31
     SECTION 9.02      Waste..................................................................      31
     SECTION 9.03      Foreclosure, Power of Sale.............................................      31
     SECTION 9.04      Fixture Financing Statement............................................      32
     SECTION 9.05      Assignment of Rents....................................................      32
     SECTION 9.06      Future Advances........................................................      33

ARTICLE X INTERCREDITOR.......................................................................      33
</TABLE>

EXHIBIT A - LEGAL DESCRIPTION

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                                    MORTGAGE

            THIS MORTGAGE, (hereinafter, together with any and all amendments,
supplements, modifications or restatements of any kind, referred to as this
"Mortgage"), is made as of June 10, 2004, by OAK INTERNATIONAL, INC., a Michigan
corporation, with an office at 1160 White Street, Sturgis, Michigan 49091,
("Mortgagor"), in favor of U.S. BANK NATIONAL ASSOCIATION, having an office at
425 Walnut Street, Cincinnati, Ohio 45202, as Trustee and Collateral Agent (in
such capacity, together with its successors and assigns, "Mortgagee").

                                R E C I T A L S:

            WHEREAS, Mortgagor is the owner and holder of fee simple title in
and to the Land (as hereinafter defined) described on Exhibit A attached hereto
and made a part hereof;

            WHEREAS, Milacron Inc. ("Parent"), the Guarantors (as hereinafter
defined; and together with Parent, each an "Obligor" and collectively the
"Obligors"), and Mortgagee, in its capacity as Trustee are parties to that
certain Indenture, dated as of May 26, 2004 (as the same may be amended,
restated, modified, supplemented or otherwise changed and in effect from time to
time, the "Indenture"), with respect to Parent's 11 1/2 % Senior Secured Notes
due 2011 (the "Notes");

            WHEREAS, pursuant to the Indenture, Parent has issued the Notes to
the Holders;

            WHEREAS, Mortgagor, as a subsidiary of Parent, derived direct
economic benefit from the offering of the Notes and, in order to induce the
Holders to purchase the Notes, Mortgagor and the other Guarantors have each
executed a Guarantee;

            WHEREAS, it is a condition to the release of the proceeds from the
offering of the Notes to Parent from the Escrow Account that Mortgagor grant to
Mortgagee, on behalf of the Holders, a security interest in and a mortgage lien
upon the Mortgaged Property (as hereinafter defined), to secure (a) the payment
of all of the Senior Secured Note Obligations, and (b) the performance of all
terms, covenants, conditions, provisions, agreements and liabilities contained
in this Mortgage, the Indenture, the Guarantee and the other Senior Secured Note
Documents.

            NOW, THEREFORE, in order to comply with the terms and conditions of
the Indenture and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mortgagor hereby agrees with
Mortgagee as follows:

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                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.01 Terms Defined Above. As used in this Mortgage, the
terms defined in the introductory paragraph to this Mortgage and in the Recitals
set forth above shall have the meanings respectively assigned to such terms in
such paragraph and Recitals.

            SECTION 1.02 Definitions. As used herein, the following terms shall
have the following meanings:

            "Applicable UCC" means the Uniform Commercial Code as presently in
effect in the State or Commonwealth where the Mortgaged Property is located.

            "Bankruptcy Code" means the United States Bankruptcy Code (11
U.S.C. Section 101, et. seq.), as amended, and any successor statute.

            "Buildings" means any and all buildings, structures, garages,
utility sheds, workrooms, air conditioning towers, open parking areas and other
improvements, and any and all additions, alterations, betterments or
appurtenances thereto, now or at any time hereafter situated, placed or
constructed upon the Land or any part thereof.

            "Collateral Agent" has the meaning assigned to such term in the
Indenture.

            "Default" has the meaning assigned to such term in the Indenture.

            "Default Rate" shall mean the interest rate applicable pursuant to
the Notes for any payment not paid when due.

            "Event of Default" has the meaning assigned to such term in
Section 7.01 hereof.

            "Fixtures" means all materials, supplies, equipment, apparatus and
other items now or hereafter acquired by Mortgagor and incorporated into the
Mortgaged Property so as to constitute fixtures under the laws of the state or
commonwealth in which such items are located.

            "Governmental Authority" means any nation or government, any
Federal, state, city, town, municipality, county, local or other political
subdivision thereof or thereto and any department, commission, board, bureau,
instrumentality, agency or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

            "Governmental Requirements" means any and all present and future
judicial decisions, statutes, rulings, rules, regulations, permits, certificates
or ordinances of any Governmental Authority in any way applicable to Mortgagor
or the Mortgaged Property, including the ownership, use, occupancy, possession,
operation, maintenance, alteration, repair or reconstruction thereof.

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            "Guarantors" has the meaning assigned to such term in the Indenture.
"Guarantor" means any of the Guarantors.

            "Impositions" means any and all real estate and personal property
taxes; water, gas, sewer, electricity and other utility rates and charges;
charges for any easement, license or agreement maintained for the benefit of the
Mortgaged Property; and any and all other taxes, charges and assessments,
whether general or special, ordinary or extraordinary, foreseen or unforeseen,
of any kind and nature whatsoever which at any time prior to or after the
execution hereof may be assessed, levied or imposed upon the Mortgaged Property
or the ownership, use, occupancy, benefit or enjoyment thereof, together with
any interest, costs or penalties that may become payable in connection
therewith.

            "Indemnified Parties" means, with respect to any Person entitled to
the benefit of an indemnity, such Person and its officers, directors,
shareholders, partners, members, managers, employees, agents, representatives,
attorneys, accountants and experts. The term "Indemnified Party" means any one
of such Persons.

            "Land" means the real property or interest therein described in
Exhibit A attached hereto, and all rights, titles and interests appurtenant
thereto.

            "Leases" means any and all leases, master leases, subleases,
licenses, concessions or other agreements (whether written or oral, and whether
now or hereafter in effect) which grant to third Persons a possessory interest
in and to, or the right to use, all or any part of the Mortgaged Property,
together with all security and other deposits made in connection therewith and
any guarantee of the Senior Secured Note Obligations of the landlord or the
tenant thereunder.

            "License" has the meaning assigned to such term in Section 3.02(a)
hereof.

            "Lien" has the meaning assigned to such term in the Indenture.

            "Losses" means all obligations, damages, claims, causes of action,
costs, fines, fees, charges, penalties, deficiencies, losses, diminutions in
value, expenses (including court costs, fees and expenses of attorneys,
accountants, consultants and other experts) and other liabilities, and, with
respect to any indemnity, includes all attorneys' fees and expenses in
connection with the enforcement and collection of such indemnity. The term
"Loss" means any such Losses.

            "Mortgaged Property" means all of Mortgagor's right, title, interest
and estate, whether now owned or hereafter acquired, in and to the Land, the
Buildings, the Fixtures and the Personalty, together with:

            (i)    all rights, privileges, tenements, hereditaments,
                   rights-of-way, easements, air rights, development rights or
                   credits, zoning rights, appendages and appurtenances in
                   anywise appertaining thereto, and all right, title and
                   interest of Mortgagor in and to any streets, ways, alleys,
                   strips or gores of land adjoining the Land or any part
                   thereof, and all right, title and interest of Mortgagor, if
                   any, in and to all rights, royalties and profits with respect

                                       3
<PAGE>

                   to all minerals, coal, oil, gas and other substances of any
                   kind or character on or underlying the Land, together with
                   all right, title and interest of Mortgagor in and to all
                   water and water rights (whether riparian, appropriative or
                   otherwise and whether or not appurtenant);

            (ii)   all rights of Mortgagor (but not its obligations) under any
                   contracts and agreements, including, without limitation,
                   construction contracts and architectural agreements, relating
                   to the Land, the Buildings, the Fixtures or the Personalty;

            (iii)  all of Mortgagor's right, title and interest in and to all
                   permits, licenses, franchises, certificates, authorizations,
                   consents, approvals and other rights and privileges (each, a
                   "Permit") obtained in connection with the Land, the
                   Buildings, the Fixtures or the Personalty or the use or
                   operation thereof;

            (iv)   all of Mortgagor's right, title and interest in and to all
                   plans and specifications, designs, schematics, drawings and
                   other information, materials and matters heretofore or
                   hereafter prepared relating to the Land, the Buildings, the
                   Fixtures or the Personalty;

            (v)    all of Mortgagor's right, title and interest in and to all
                   proceeds arising from or by virtue of the sale, lease or
                   other disposition of the Land, the Buildings, the Fixtures or
                   the Personalty or any part thereof or any interest therein or
                   from the operation thereof;

            (vi)   all of Mortgagor's right, title and interest in and to all
                   Leases now or hereafter in effect and all Rents, royalties,
                   bonuses, issues, profits, revenues or other benefits arising
                   from or attributable to the Land, the Buildings, the Fixtures
                   or the Personalty;

            (vii)  all of Mortgagor's right, title and interest in and to all
                   betterments, additions, alterations, appurtenances,
                   substitutions, replacements and revisions to the Land, the
                   Buildings, the Fixtures or the Personalty and all reversions
                   and remainders relating thereto;

            (viii) all of Mortgagor's right, title and interest in and to any
                   awards, remuneration, settlements or compensation now or
                   hereafter made by any Governmental Authority pertaining to
                   the Land, the Buildings, the Fixtures or the Personalty,
                   including those arising from or attributable to any vacation
                   of, or change of grade in, any streets affecting the Land or
                   the Buildings;

            (ix)   all of Mortgagor's right, title and interest in and to any
                   and all other security and collateral of any nature
                   whatsoever, whether now or hereafter given, for the
                   repayment, performance and discharge of the Senior Secured
                   Note Obligations (as hereinafter defined);

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            (x)    all right to make all divisions under Section 108 of the Land
                   Division Act, Act No. 288 of the Public Acts of 1967;

            (xi)   all of Mortgagor's right, title and interest in and to all
                   awards, payments and proceeds of conversion, whether
                   voluntary or involuntary, of any of the Land, the Buildings,
                   the Fixtures, the Personalty or any of the property and
                   rights described in the foregoing clauses (i) through (ix),
                   including without limitation, all insurance, condemnation and
                   tort claims, refunds of real estate taxes and assessments,
                   rent claims and other obligations dischargeable in cash or
                   cash equivalents; and

            (xii)  all other property and rights of Mortgagor of every kind and
                   character relating to and/or used or to be used in connection
                   with the foregoing, and all proceeds and products of any of
                   the foregoing.

As used in this Mortgage, the term "Mortgaged Property" shall be expressly
defined as meaning all or, where the context permits or requires, any portion of
the above, and all or, where the context permits or requires, any interest
therein.

            "Notes" has the meaning assigned to such term in the recitals to
this Mortgage.

            "Obligors" has the meaning assigned to such term in the recitals to
this Mortgage. "Obligor" means any of the Obligors.

            "Permitted Liens" shall mean, collectively, the Permitted Liens and
the Permitted Prior Liens, each as defined in the Indenture.

            "Person" has the meaning assigned to such term in the Indenture.

            "Personalty" means all of Mortgagor's right, title and interest in
and to all furniture, furnishings, equipment, machinery, goods, general
intangibles, money, insurance proceeds, contract rights, option rights,
inventory, together with all refundable, returnable or reimbursable fees,
deposits or other funds or evidences of credit or indebtedness deposited by or
on behalf of Mortgagor with any Governmental Authority, boards, corporations,
providers of utility services, public or private including all refundable,
returnable or reimbursable tap fees, utility deposits, commitment fees and
development costs, and all other personal property (other than Fixtures) of any
kind or character), and including all such property that is now or hereafter
located or to be located upon, within or about the Land and the Buildings, or
which are or may be used in or related to the planning, development, financing
or operation of the Mortgaged Property, together with all accessories,
replacements and substitutions thereto or therefor and the proceeds thereof.

            "Principal Balance" has the meaning assigned to such term in
Section 7.02 hereof.

            "Rents" means all of the rents, revenues, income, proceeds, issues,
profits, security and other types of deposits (after Mortgagor acquires title
thereto), and other benefits paid or payable by parties (other than Mortgagor)
for using, leasing, licensing, possessing,

                                       5
<PAGE>

operating from, residing in, benefiting from or otherwise enjoying all or any
part of the Land, the Buildings, the Fixtures and/or the Personalty.

            "Senior Secured Note Documents" has the meaning assigned to such
term in the Indenture.

            "Senior Secured Note Obligations" has the meaning assigned to such
term in the Indenture.

            SECTION 1.03 Terminology. Except as otherwise provided herein:

            (a)   references to Articles and Sections shall mean the
corresponding Article or Section of this Mortgage;

            (b)   words used herein in the singular, where the context so
permits, shall be deemed to include the plural and vice versa, and the
definitions of words used in the singular herein shall apply to such words when
used in the plural where the context so permits and vice versa;

            (c)   the words "herein," "hereof," "hereunder," and other words of
similar import when used in this Mortgage refer to this Mortgage as a whole, and
not to any particular Article or Section; and

            (d)   the words "includes" or "including" mean includes or
including, without limitation.

            SECTION 1.04 Other Defined Terms. Any capitalized term used in this
Mortgage and not otherwise defined herein shall have the meaning assigned to
such term in the Indenture.

                                   ARTICLE II

                       GRANT OF LIEN AND SECURITY INTEREST

            SECTION 2.01 Grant of Lien. To secure the full and timely payment,
performance and discharge of all of the Senior Secured Note Obligations,
Mortgagor hereby irrevocably GRANTS, BARGAINS, SELLS, ASSIGNS, TRANSFERS,
MORTGAGES, WARRANTS, CONVEYS AND CONFIRMS unto Mortgagee, WITH POWER OF SALE and
right of entry and possession, for the use and benefit of Mortgagee, as
Collateral Agent and Trustee pursuant to the Indenture, all right, title,
interest and estate in, to and under the Mortgaged Property, subject, however,
to the Permitted Liens; TO HAVE AND TO HOLD the Mortgaged Property unto
Mortgagee, subject to the terms and conditions of this Mortgage, with POWER OF
SALE, forever, and Mortgagor does hereby bind itself, its successors and assigns
to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee
against every Person whomsoever lawfully claiming or to claim the same or any
part thereof; provided, however, that if Mortgagor shall pay (or cause to be
paid) and perform and discharge (or cause to be performed and discharged) all of
the Senior Secured Note Obligations on or before the date on which the same are
to be paid, performed and discharged, then the Liens, estates and rights granted
by this Mortgage shall cease and terminate.

                                       6
<PAGE>

            SECTION 2.02 Grant of Security Interest. This Mortgage shall be
construed as a mortgage on the Land and the Buildings and it shall also
constitute and serve as a "security agreement" within the meaning of, and shall
constitute a security interest under, the Applicable UCC with respect to the
Personalty and the Fixtures. To this end, Mortgagor by these presents does
GRANT, BARGAIN, CONVEY, ASSIGN, SELL, WARRANT, TRANSFER AND SET OVER unto
Mortgagee, as Collateral Agent and Trustee pursuant to the Indenture, a security
interest in all of Mortgagor's right, title and interest in, to and under the
Personalty and the Fixtures, to secure the full and timely payment, performance
and discharge of the Senior Secured Note Obligations. Mortgagor hereby consents
to Mortgagee filing and recording financing statements (and continuations
thereof) with the appropriate filing and recording offices in order to perfect
(and maintain the perfection of) the security interests granted herein.

            SECTION 2.03 No Obligation of Mortgagee. The assignment and security
interest herein granted to Mortgagee shall not be deemed or construed to
constitute Mortgagee as a mortgagee-in-possession of the Mortgaged Property,
obligate Mortgagee to lease the Mortgaged Property or attempt to do the same, or
to take any action, incur any expense or perform or discharge any obligation,
duty or liability whatsoever.

            SECTION 2.04 Fixture Filing. Without in any manner limiting the
generality of any of the other provisions of this Mortgage: (a) some portions of
the goods described or to which reference is made herein are or are to become
fixtures on the Land described or to which reference is made herein or on
Exhibit A attached to this Mortgage; (b) this Mortgage is to be filed of record
in, among other places, the real estate records of the county in which the Land
is located as a financing statement and shall constitute a "financing statement"
and a "fixture filing" for purposes of the Applicable UCC; and (c) Mortgagor is
the record owner of the real estate or interests in the real estate constituting
the Mortgaged Property hereunder. Information concerning the security interest
herein granted may be obtained at the addresses set forth on the first page
hereof. The addresses of the Secured Party (Mortgagee) and of the Debtor
(Mortgagor) are set forth on the first page hereof. In that regard, the
following information is provided:

     Name of Debtor:                  Oak International, Inc.

     Type of Organization:            corporation

     State:                           Michigan

     FEIN:                            38-2007743

     Organizational ID Number:        120-709

     Name of Secured Party:           U.S. Bank National Association

     Address of Secured Party:        425 Walnut Street, Cincinnati, Ohio 45202

            SECTION 2.05 Future Advances. It is the intention of Mortgagor and
Mortgagee that this Mortgage (as renewed and extended from time to time) shall
secure future advances and readavances, and the lien and security interest
created by this Mortgage shall attach upon

                                       7
<PAGE>

execution and have priority from the time of recording as to all advances,
whether obligatory or discretionary, until this Mortgage is released of record.

                                   ARTICLE III

                         ASSIGNMENT OF LEASES AND RENTS

            SECTION 3.01 Assignment. For Ten Dollars ($10.00) and other good and
valuable consideration, including the indebtedness evidenced by the Indenture,
the receipt and sufficiency of which are hereby acknowledged and confessed,
Mortgagor has presently, absolutely and irrevocably GRANTED, BARGAINED, SOLD,
ASSIGNED, TRANSFERRED, CONVEYED and CONFIRMED, and by these presents does
presently, absolutely and irrevocably GRANT, BARGAIN, SELL, ASSIGN, TRANSFER,
CONVEY and CONFIRM, unto Mortgagee, as Collateral Agent and Trustee pursuant to
the Indenture, as security for the payment, performance and discharge of the
Senior Secured Note Obligations, all of the Leases and Rents (if any), subject
only to the Permitted Liens applicable thereto and the License (as hereinafter
defined); TO HAVE AND TO HOLD the Leases and the Rents unto Mortgagee, forever,
and Mortgagor does hereby bind itself, its successors and assigns to warrant and
forever defend the title to the Leases and the Rents unto Mortgagee against
every Person whomsoever lawfully claiming or to claim the same or any part
thereof; provided, however, that if Mortgagor shall pay (or cause to be paid)
and perform and discharge (or cause to be performed and discharged) all of the
Senior Secured Note Obligations on or before the date on which the same are to
be paid, performed and discharged, then this assignment shall terminate, and all
rights, titles and interests conveyed pursuant to this assignment shall become
vested in Mortgagor.

            SECTION 3.02 Revocable License.

            (a)   Mortgagee hereby grants to Mortgagor a revocable license (the
"License"), nonexclusive with the rights of Mortgagee reserved in Sections
3.02(b), 3.04 and 3.05 hereof, to exercise and enjoy all incidences of the
status of a lessor under the Leases and the Rents, including, without
limitation, the right to collect, demand, sue for, attach, levy, recover and
receive the Rents and to give proper receipts, releases and acquittances
therefor. Mortgagor hereby agrees to receive all Rents and hold the same as a
trust fund to be applied, and to apply the Rents so collected, except to the
extent otherwise provided in the Indenture, first to the payment, performance
and discharge of the Senior Secured Note Obligations and then to the payment of
the Impositions. Thereafter, Mortgagor may use the balance of the Rents
collected in any manner not inconsistent with the Senior Secured Note Documents.

            (b)   If an Event of Default shall occur and be continuing, the
License shall immediately and automatically terminate without the necessity of
any action by Mortgagee or any other Person, and Mortgagee shall have the right
in such event to exercise the rights and remedies provided under this Mortgage
or otherwise available to Mortgagee under applicable law. Upon demand by
Mortgagee at any time that an Event of Default shall have occurred and be
continuing, Mortgagor shall promptly pay to Mortgagee all security deposits
under the Leases and all Rents allocable to any period commencing from and after
the occurrence of such Event of Default. Any Rents received hereunder by
Mortgagee shall be applied and disbursed to the payment, performance and
discharge of the Senior Secured Note Obligations, subject to the

                                       8
<PAGE>

terms of the Indenture; provided, however, that, subject to any applicable
requirement of law, any security deposits actually received by Mortgagee shall
be held, applied and disbursed as provided in the applicable Leases.

            SECTION 3.03 Enforcement of Leases. Mortgagor shall (a) submit any
and all proposed Leases (including subleases provided to Mortgagor for approval)
to Mortgagee for approval prior to the execution thereof or consent thereto, as
applicable; (b) duly and punctually perform and comply with any and all
representations, warranties, covenants and agreements expressed as binding upon
the lessor under any Lease; (c) maintain each Lease in full force and effect
during the term thereof; (d) provide Mortgagee with prompt notice of each notice
of default sent to a tenant under a Lease, provide Mortgagee with prompt notice
of each notice of default received from (or relating to) a tenant under a Lease,
and otherwise promptly reasonably indicate that a material default or
termination of a Lease may occur (other than by reason of the expiration of the
term of such Lease); (e) appear in and defend any action or proceeding in any
manner connected with any of the Leases; (f) deliver to Mortgagee true and
complete copies of all Leases; and (g) deliver to Mortgagee all such further
information, and execute and deliver to Mortgagee such further assurances and
assignments, with respect to the Leases as Mortgagee may from time to time
reasonably request. Without Mortgagee's prior written consent, Mortgagor shall
not (i) do or knowingly permit to be done anything to materially impair the
value of any of the Leases; (ii) except for security or similar deposits,
collect any of the Rent more than one (1) month in advance of the time when the
same becomes due under the terms of any Lease; (iii) discount any future
accruing Rents; (iv) materially amend or modify, or accept the surrender of or
terminate any of the Leases; or (v) assign or grant a security interest in or to
the License or any of the Leases or Rents.

            SECTION 3.04 Direction to Tenants. Upon and at any time following
the occurrence and during the continuance of an Event of Default, Mortgagor
hereby authorizes and directs, and shall, at the direction of Mortgagee, further
authorize and direct, in writing, the tenant under each Lease to pay directly
to, or as directed by, Mortgagee all Rents accruing or due under its Lease,
without proof to the tenant of the occurrence and continuance of such Event of
Default. Mortgagor hereby authorizes the tenant under each Lease to rely upon
and comply with any notice or demand from Mortgagee for payment of Rents to
Mortgagee, and Mortgagor shall have no claim against any tenant for Rents paid
by such tenant to Mortgagee pursuant to such notice or demand. All Rents
actually collected by Mortgagee pursuant to this Section 3.04 shall be applied
in accordance with the Indenture.

            SECTION 3.05 Appointment of Attorney-in-Fact. (a) Mortgagor hereby
constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled
with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the
right, in the name, place and stead of Mortgagor, to, upon the occurrence and
during the continuance of an Event of Default, demand, sue for, attach, levy,
recover and receive any of the Rents and any premium or penalty payable upon the
exercise by any third Person under any Lease of a privilege of cancellation
originally provided in such Lease and to give proper receipts, releases and
acquittances therefor and, after deducting expenses of collection, to apply the
net proceeds as provided in the Indenture. Mortgagor hereby authorizes and
directs any such third Person to deliver such payment to Mortgagee in accordance
with this Article III, and Mortgagor hereby ratifies and confirms all that its
said attorney-in-fact, the Mortgagee, shall do or cause to be done in

                                       9
<PAGE>

accordance with this Mortgage and by virtue of the powers granted hereby. The
foregoing appointment is irrevocable and continuing, and such rights, powers and
privileges shall be exclusive in Mortgagee, and its successors and assigns, so
long as any part of the Senior Secured Note Obligations remains unpaid or
unperformed and undischarged.

            (b)   Mortgagor hereby constitutes and appoints Mortgagee the true
and lawful attorney-in-fact, coupled with an interest, of Mortgagor and
Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead
of Mortgagor, to subject and subordinate at any time and from time to time any
Lease or any part thereof to the lien, assignment and security interest of this
Mortgage and to the terms hereof, or to any other mortgage, deed of trust,
assignment or security agreement, or to any ground lease or surface lease, with
respect to all or a portion of the Mortgaged Property, or to request or require
such subordination, where such reservation, option or authority was reserved to
Mortgagor under any such Lease, or in any case where Mortgagor otherwise would
have the right, power or privilege so to do. The foregoing appointment is
irrevocable and continuing, and such rights, powers and privileges shall be
exclusive in Mortgagee, and its successors and assigns, so long as any part of
the Senior Secured Note Obligations remains unpaid or unperformed and
undischarged. Mortgagor hereby represents and warrants that it has not at any
time prior to the date hereof exercised (or appointed any Person as
attorney-in-fact to exercise) any of the rights described in this Section 3.05,
and Mortgagor hereby covenants not to exercise (or appoint any other Person as
attorney-in-fact to exercise) any such right, nor (except at Mortgagee's written
request) to subordinate any such Lease to the lien of this Mortgage or to any
other mortgage, deed of trust, assignment or security agreement or to any ground
lease or surface lease.

            SECTION 3.06 No Liability of Mortgagee. Neither the acceptance
hereof nor the exercise of the rights and remedies hereunder nor any other
action on the part of Mortgagee or any Person exercising the rights of Mortgagee
or any Holder hereunder shall be construed to: (a) be an assumption by Mortgagee
or any such Person or to otherwise make Mortgagee or such Person liable or
responsible for the performance of any of the obligations of Mortgagor under or
with respect to the Leases or for any Rent, security deposit or other amount
delivered to Mortgagor, provided that Mortgagee or any such Person exercising
the rights of Mortgagee shall be accountable for any Rents, security deposits or
other amounts actually received by Mortgagee or such Person, as the case may be;
or (b) obligate Mortgagee or any such Person to take any action under or with
respect to the Leases or with respect to the Mortgaged Property, to incur any
expense or perform or discharge any duty or obligation under or with respect to
the Leases or with respect to the Mortgaged Property, to appear in or defend any
action or proceeding relating to the Leases or the Mortgaged Property, to
constitute Mortgagee as a mortgagee-in-possession (unless Mortgagee actually
enters and takes possession of the Mortgaged Property), or to be liable in any
way for any injury or damage to Persons or property sustained by any Person in
or about the Mortgaged Property, other than to the extent caused by the gross
negligence or willful misconduct of Mortgagee or any Person exercising the
rights of Mortgagee hereunder.

            SECTION 3.07 Mortgagor's Indemnities. Mortgagor hereby agrees to
protect, indemnify and hold harmless Mortgagee and each Indemnified Party from
and against any and all Losses which Mortgagee or Indemnified Party may incur
under or by reason of this Article III, or for any action taken by Mortgagee or
Indemnified Party hereunder, or by reason or in defense of any and all claims
and demands whatsoever which may be asserted against Mortgagee

                                       10
<PAGE>

or Indemnified Party arising out of the Leases, including, without limitation,
any claim by any third Person for credit on account of Rents paid to and
received by Mortgagor, but not delivered to Mortgagee or its agents,
representatives or employees, for any period under any Lease more than one (1)
month in advance of the due date thereof. The foregoing indemnity shall include,
in any case, such Loss as may result from the ordinary negligence of Mortgagee
or Indemnified Party, but not any such Loss that is caused by the gross
negligence or willful misconduct of Mortgagee or Indemnified Party. In the event
that Mortgagee or any Indemnified Party incurs any Losses covered by the
indemnity set forth in this Section 3.07, the amount thereof, including
reasonable attorneys' fees, with interest thereon at the Default Rate, shall be
payable by Mortgagor to Mortgagee within ten (10) days after demand therefor,
and shall be secured hereby and by all other security for the payment and
performance of the Senior Secured Note Obligations, including, without
limitation, the lien and security interest of this Mortgage. The liabilities of
Mortgagor as set forth in this Section 3.07 shall survive the termination of
this Mortgage and the repayment of the Senior Secured Note Obligations.

            SECTION 3.08 No Modification of Mortgagor's Obligations. Nothing
herein contained shall modify or otherwise alter the obligation of Mortgagor to
make prompt payment of all Senior Secured Note Obligations as and when the same
become due, regardless of whether the Rents described in this Article III are
sufficient to pay the Senior Secured Note Obligations, and the security provided
to Mortgagee pursuant to this Article III shall be cumulative of all other
security of any and every character now or hereafter existing to secure payment
of the Senior Secured Note Obligations.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            Mortgagor hereby unconditionally represents and warrants to
Mortgagee as follows:

            SECTION 4.01 Title to Mortgaged Property and Lien of this Mortgage.
Except as to Permitted Liens, Mortgagor has good, marketable and indefeasible
fee simple title to the Land and the Buildings, and has good, marketable and
indefeasible title to the Fixtures, the Personalty and the other Mortgaged
Property. The Mortgaged Property is free and clear of any and all Liens,
charges, encumbrances, security interests and adverse claims whatsoever, except
for all Liens, charges, encumbrances, security interests and adverse claims
specifically identified as exceptions in the policy of title insurance accepted
by Mortgagee in connection herewith.

            SECTION 4.02 Taxes and Other Payments. All Federal and material
foreign, state and local tax returns and other reports required by applicable
law to be filed by Mortgagor have been filed, or extensions have been obtained,
and all taxes and other Impositions imposed upon Mortgagor or the Mortgaged
Property and which have become due and payable on or prior to the date hereof
have been paid, except such taxes, assessments and governmental charges in an
aggregate amount not exceeding $0 or to the extent contested in good faith by
proper proceedings which stay the imposition of any penalty, fine or Lien
resulting from the non-payment thereof and with respect to which adequate
reserves, if any, have been set aside for the payment there of on Mortgagor's
financial statements to the extent required by and in accordance

                                       11
<PAGE>

with GAAP. Mortgagor has no actual knowledge of any basis for any additional
assessment or charge in respect of any such taxes or other Impositions.
Mortgagor has paid or will pay in the ordinary course of business in full all
sums owing or claimed for labor, material, supplies, personal property (whether
or not forming a Fixture hereunder) and services of every kind and character
used, furnished or installed in or on the Mortgaged Property.

            SECTION 4.03 Power to Create Lien and Security. Mortgagor has full
power and lawful authority to grant, bargain, sell, assign, transfer, mortgage
and convey a Lien and security interest in all of the Mortgaged Property in the
manner and form herein provided and without obtaining the authorization,
approval, consent or waiver of any grantor, lessor, sublessor, Governmental
Authority or other Person whomsoever.

            SECTION 4.04 Senior Secured Note Documents and Indenture. Mortgagor
has received a copy of and is fully familiar with the terms and provisions of
the Indenture and the other Senior Secured Note Documents. All representations
and warranties made by Mortgagor in the Indenture and the other Senior Secured
Note Documents are incorporated herein by reference and are hereby made by
Mortgagor as to itself and the Mortgaged Property as though such representations
and warranties were set forth at length herein as the representations and
warranties of Mortgagor.

            SECTION 4.05 Compliance with Laws. All of the improvements on the
Land (i) comply with all material requirements of all applicable laws and
ordinances with respect to zoning, subdivision, construction, building and land
use, including, without limitation, requirements with respect to parking, access
and certificates of occupancy (and similar certificates) and (ii) comply with,
and shall remain in compliance with, applicable health, fire and building codes.
All of the Buildings lie wholly within the boundaries and building restriction
lines of the Land. No improvements on adjoining properties encroach upon the
Land, and no easements or other encumbrances upon the Land encroach upon or
under any of the Buildings or any portion of the Mortgaged Property. All of the
Buildings and the use of the Mortgaged Property materially comply with, and
shall remain in material compliance with, all applicable statutes, rules,
regulations and private covenants now or hereafter relating to the ownership,
construction, use or operation of the Mortgaged Property, including all
applicable statutes, rules and regulations pertaining to requirements for equal
opportunity, anti-discrimination, fair housing, environmental protection, zoning
and land use. All certifications, permits, licenses and approvals, including,
without limitation, certificates of completion and occupancy permits required
for the legal use, occupancy and operation of the Mortgaged Property have been
obtained and are in full force and effect. Mortgagor has not received any notice
of, or other communication with respect to, an alleged violation with respect to
any of the foregoing.

            SECTION 4.06 No Condemnation. No part of any property subject to
this Mortgage has been taken in condemnation or other like proceeding nor is any
proceeding pending, threatened or known to be contemplated for the partial or
total condemnation or taking of the Mortgaged Property.

            SECTION 4.07 Flood Zone. The Land is not located in an area
identified by the Federal Emergency Management Agency ("FEMA") as having special
flood hazards or if the

                                       12
<PAGE>

Land or any part thereof is identified by the Federal Emergency Management
Agency as an area having special flood hazards (including, without limitation,
those areas designated as Zone A or Zone V), then Mortgagor has obtained the
insurance required under Section 5.04(a)(v) of this Mortgage.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

            Mortgagor hereby unconditionally covenants and agrees with Mortgagee
as follows:

            SECTION 5.01 Lien Status. Except as otherwise expressly provided in
the Indenture, Mortgagor shall not place, or permit to be placed, or otherwise
mortgage, hypothecate or encumber the Mortgaged Property, or any portion thereof
or interest therein, with any other Lien or security interest of any nature
whatsoever (statutory, constitutional or contractual), other than Permitted
Liens, regardless of whether such Lien or security interest is inferior to the
Lien and security interest created by this Mortgage, and, if any such Lien or
security interest is asserted against the Mortgaged Property, Mortgagor shall
promptly, at its own cost and expense, (a) pay the underlying claim in full
(except for so long as such claim is being contested by Mortgagor in good faith
and as and to the extent permitted in accordance with the terms of the
Indenture) or take such other action as may be necessary to cause the same to be
released of record and otherwise, and (b) within five (5) days after the date on
which such Lien or security interest is so asserted, give Mortgagee notice of
such Lien or security interest. Such notice shall specify who is asserting such
Lien or security interest and shall detail the origin and nature of the
underlying claim giving rise to such asserted Lien or security interest.

            SECTION 5.02 Payment of Impositions. Mortgagor shall duly pay and
discharge, or cause to be paid and discharged, all Impositions not later than
the due date thereof, or the day on which any fine, penalty, interest or cost
may be added thereto or imposed, or the day on which any Lien may be filed for
the nonpayment thereof (if such day is used to determine the due date of the
respective item); provided, however, that Mortgagor may, if permitted by
applicable law and if such installment payment would not create or permit the
filing of a Lien against the Mortgaged Property, pay the Impositions in
installments. Notwithstanding the foregoing, Mortgagor may in good faith, by
appropriate proceedings and upon notice to Mortgagee, contest the validity,
applicability or amount of any asserted tax or assessment, subject to any more
restrictive provisions applicable to any such contest contained in the Indenture
and (without limiting the foregoing) so long as (a) such contest is diligently
pursued, (b) Mortgagee determines, in its opinion reasonably exercised, that
such contest suspends the obligation to pay the tax and that nonpayment of such
tax or assessment will not result in the sale, loss, forfeiture or diminution of
the Mortgaged Property or any part thereof or any interest of Mortgagee therein,
and (c) unless expressly provided to the contrary in the Indenture, prior to the
earlier of the commencement of such contest or the delinquency date of the
asserted tax or assessment, Mortgagor deposits with Mortgagee an amount
determined by Mortgagee to be adequate to cover the payment of such tax or
assessment and a reasonable additional sum to cover possible interest, costs and
penalties; provided, however, that Mortgagor shall promptly cause to be paid any
amount adjudged by a court of competent jurisdiction to be due, with all

                                       13
<PAGE>

interest, costs and penalties thereon, promptly after such judgment becomes
final (and, subject to Mortgagee's rights and remedies during an Event of
Default, Mortgagee shall make any sum deposited pursuant to clause (c) above
available for such payment); and provided, further, that in any event each such
contest shall be concluded, the taxes, assessments, interest, costs and
penalties shall be paid prior to the date any writ or order is issued under
which the Mortgaged Property may be sold, lost or forfeited.

            SECTION 5.03 Repair. Mortgagor shall keep the Mortgaged Property in
good order and condition (reasonable wear and tear excepted) and shall make all
repairs, replacements and improvements thereof and thereto, interior and
exterior, structural and non-structural, ordinary and extraordinary, which are
necessary to keep the same in such order and condition. Mortgagor shall also use
reasonable efforts to prevent any act or occurrence which might impair the value
or usefulness of the Mortgaged Property for its intended usage.

            SECTION 5.04 Insurance and Application of Insurance Proceeds.

            (a)   During the term of this Mortgage, Mortgagor, at its sole cost
and expense, shall maintain, or cause to be maintained the following policies of
insurance, with respect to the Mortgaged Property:

                  (i)   Casualty (property) insurance against loss or damage by
      fire, lightning and such other perils as are included in a standard
      "special form" policy (formerly known as an "all-risk" endorsement
      policy), and against loss or damage by all other risks and hazards covered
      by a standard extended coverage insurance policy including, without
      limitation, riot and civil commotion, terrorist actions, vandalism,
      malicious mischief, burglary and theft, in an amount equal to the greater
      of (A) the then full replacement cost of the improvements, without
      deduction for physical depreciation and (B) such amount that the insurer
      would not deem Mortgagor a co-insurer under said policies. The policies of
      insurance required under this Section 5.04 shall contain a "Replacement
      Cost" endorsement with a waiver of depreciation and an "Agreed Amount" or
      "No Coinsurance" endorsement and shall otherwise comply with the
      Indenture.

                  (ii)   Commercial General Liability insurance, including a
      broad form comprehensive general liability endorsement and coverages for
      broad form property damage, contractual damages and personal injuries
      (including death resulting therefrom) and containing minimum limits per
      occurrence of $1,000,000.00 and $2,000,000.00 in the aggregate for any
      policy year with no deductible.

                  (iii)  Rental loss and/or business interruption insurance in
      an amount equal to the estimated gross revenues from the operations of the
      Mortgaged Property for a period of twelve (12) months.

                  (iv)   Insurance against loss or damage from (A) leakage of
      sprinkler systems and (B) explosion of steam boilers, air conditioning
      equipment, high pressure piping, machinery and equipment, pressure vessels
      or similar apparatus now or hereafter installed on the improvements
      (without exclusion for explosions).

                                       14
<PAGE>

                  (v)    Flood insurance if all or any portion of the Mortgaged
      Property is located in an area now or hereafter designated by the Federal
      Emergency Management Agency, as an area having special flood hazards
      (including, without limitation, those areas designated as Zone A or Zone
      V), and in which flood insurance has been made available under the U.S.
      National Flood Insurance Program, in an amount equal to the full
      replacement cost of the Buildings, Fixtures and Personalty now or
      hereafter located on the Mortgaged Property or such other amount as may be
      agreed to by Mortgagee in writing.

                  (vi)   If the Mortgaged Property is or ever becomes
      non-conforming with respect to zoning, ordinance or law coverage to
      compensate for loss of value or property resulting from operation of law
      and the cost of demolition and the increased cost of construction in such
      amounts as may be requested by Mortgagee.

                  (vii)  Any other insurance with respect to the Mortgaged
      Property that may be required under the Indenture.

                  (viii) Such other insurance as may from time to time be
      reasonably required by Mortgagee in order to protect its interests.

            (b)   All such insurance policies with respect to the Mortgaged
Property shall contain a standard, non-contributory mortgagee clause naming
Mortgagee and its successors and assigns, as an additional insured under all
liability insurance policies, as the mortgagee and loss payee on all property
insurance policies, and as the sole loss payee on all rental loss or business
interruption insurance policies. Mortgagor shall not take out separate insurance
with respect to the Mortgaged Property concurrent in form or contributing in the
event of loss with that required to be maintained hereunder or under the
Indenture unless Mortgagee is named an additional insured thereon under a
standard mortgagee clause acceptable to Mortgagee and each such policy is
otherwise in form and substance acceptable to Mortgagee.

            (c)   In the event of the foreclosure of this Mortgage, or in the
event of any transfer of title to the Mortgaged Property, or any part thereof,
by foreclosure sale or by power of sale or deed in lieu of foreclosure, the
purchaser of the Mortgaged Property, or such part thereof, shall succeed to all
of Mortgagor's rights with respect to the Mortgaged Property, including any
rights to unexpired, unearned or returnable insurance premiums, subject to
limitations on the assignment of blanket policies, but limited to such rights as
relate to the Mortgaged Property or such part thereof. If Mortgagee acquires
title to the Mortgaged Property, or any part thereof, in any manner, Mortgagee
shall thereupon (as between Mortgagor and Mortgagee) become the sole and
absolute owner of the insurance policies with respect to the Mortgaged Property,
and all insurance proceeds payable thereunder with respect to the Mortgaged
Property, with the sole right to collect and retain all unearned or returnable
premiums thereon with respect to the Mortgaged Property, or such part thereof,
if any.

            (d)   If any damage to, destruction or loss of or other casualty
with respect to any of the Mortgaged Property shall occur, Mortgagor shall file
and prosecute its claim or claims for any insurance proceeds in good faith and
with due diligence and cause the same to be collected and paid over to
Mortgagee, and Mortgagor hereby irrevocably authorizes and

                                       15
<PAGE>

empowers Mortgagee, in the name of Mortgagor or otherwise, to collect and
receipt for any such insurance proceeds and to adjust any insurance claims and
to file and prosecute such claim or claims, and although it is hereby expressly
agreed that the same shall not be necessary in any event, Mortgagor shall, upon
demand of Mortgagee, make, execute and deliver any and all assignments and other
instruments sufficient for the purpose of assigning any such insurance proceeds
to Mortgagee, free and clear of any Liens whatsoever. Mortgagor hereby
irrevocably appoints Mortgagee as Mortgagor's attorney-in-fact for each such
purpose (which appointment is coupled with an interest) and authorizes any
Person to act upon the foregoing appointment.

            (e)   Following any damage to, destruction or loss of or other
casualty with respect to any of the Mortgaged Property, Mortgagee shall apply
the entire amount of any insurance proceeds in accordance with the provisions of
the Indenture or, if there is no provision contained in the Indenture governing
how the same are to be applied, then Mortgagee shall apply the entire amount
thereof to the payment of the Senior Secured Note Obligations, whether or not
then due and payable, in such manner and order as Mortgagee may elect, unless
expressly provided to the contrary in the Indenture, Mortgagor hereby covenants
and agrees to promptly commence and to diligently prosecute the restoration of
the Mortgaged Property upon the occurrence of any casualty loss affecting the
Mortgaged Property, without regard to the availability or adequacy of insurance
proceeds, but in all events in a manner approved by Mortgagee. Notwithstanding
any damage to, destruction or loss of or other casualty with respect to any of
the Mortgaged Property, Mortgagor shall continue to pay the Senior Secured Note
Obligations at the time and in the manner provided for in the Indenture and the
other Senior Secured Note Documents until the Senior Secured Note Obligations
have been paid in full. If the Mortgaged Property is sold, through foreclosure
or otherwise, prior to the receipt by Mortgagee of such insurance proceeds,
Mortgagee shall have the right, whether or not a deficiency judgment on any
Senior Secured Note Document shall have been sought, recovered or denied, to
receive such insurance proceeds, or a portion thereof sufficient to pay the then
unpaid Senior Secured Note Obligations, whichever is less.

            SECTION 5.05 Condemnation and Application of Condemnation Proceeds.

            (a)   Promptly upon its obtaining knowledge of the institution or
the threatened institution of any proceeding for the condemnation or other
taking of the Mortgaged Property, or any portion thereof or interest therein,
Mortgagor shall notify Mortgagee of such proceeding. Mortgagor shall then, if
requested by Mortgagee, file or defend its claim thereunder and prosecute same
with due diligence to its final disposition and shall, subject to the terms of
the Indenture, cause any awards or settlements to be paid over to Mortgagee for
disposition pursuant to the terms of this Mortgage. Mortgagee shall be entitled
to participate in any such proceeding, at Mortgagor's sole cost and expense, and
Mortgagor shall deliver or cause to be delivered to Mortgagee such instruments
as may be requested by Mortgagee from time to time to permit such participation.

            (b)   If the Mortgaged Property or any part thereof is taken or
diminished in value, or if a consent settlement is entered by or under threat of
such proceeding, the award or settlement payable to Mortgagor by virtue of its
interest in the Mortgaged Property shall be, and by these presents is, assigned,
transferred and set over unto Mortgagee to be held by Mortgagee, subject to the
Lien and security interest of this Mortgage, and disbursed in accordance with
the

                                       16
<PAGE>

provisions of the Indenture or, if there is no provision contained in the
Indenture governing how the same is to be disbursed, then Mortgagee shall apply
the entire amount thereof (i) in the event of a partial taking, first to the
restoration of that part of the Mortgaged Property not taken and then to the
payment of the Senior Secured Note Obligations, and (ii) in the event of a total
taking, to the payment of the Senior Secured Note Obligations, in both cases of
(i) and (ii), whether or not then due and payable, in such manner and order as
Mortgagee may elect. In all events, unless otherwise expressly provided to the
contrary in the Indenture, Mortgagor hereby covenants and agrees to commence and
diligently to prosecute the restoration of the Mortgaged Property upon the
occurrence of any condemnation or other taking affecting the Mortgaged Property,
without regard to the availability or adequacy of any award or settlement.
Notwithstanding any condemnation or other taking of any of the Mortgaged
Property, Mortgagor shall continue to pay the Senior Secured Note Obligations at
the time and in the manner provided for in the Indenture and the other Senior
Secured Note Documents, and the Senior Secured Note Obligations shall not be
reduced until, and then only to the extent that, any condemnation award or
settlement shall have been actually received and applied by Mortgagee to the
discharge of the Senior Secured Note Obligations. If the Mortgaged Property is
sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of
such condemnation award or settlement, Mortgagee shall have the right, whether
or not a deficiency judgment on any Senior Secured Note Document shall have been
sought, recovered or denied, to receive such condemnation award or settlement,
or a portion thereof sufficient to pay the Senior Secured Note Obligations,
whichever is less.

            SECTION 5.06 Maintenance of Rights-of-Way, Easements, Licenses and
Other Rights. Mortgagor shall maintain, preserve and renew all rights-of-way,
easements, tenements, hereditaments, development rights and credits, zoning
rights, grants, privileges, appurtenances, licenses, franchises and other rights
reasonably necessary for the use or operation of the Mortgaged Property from
time to time, or otherwise relevant to the value thereof, and Mortgagor shall
not, without the prior written consent of Mortgagee, initiate, join in or
consent to any private restrictive covenant or other public or private
restriction as to the present or future use or operation of the Mortgaged
Property. Mortgagor shall, however, comply with all restrictive covenants which
may at any time affect the Mortgaged Property, all applicable zoning ordinances
and all other public or private restrictions relating to the use of the
Mortgaged Property.

            SECTION 5.07 Payment and Performance of Senior Secured Note
Obligations. Mortgagor shall duly and punctually pay and perform all of the
Senior Secured Note Obligations as and to the extent and in the manner set forth
in the Indenture.

            SECTION 5.08 Compliance with Permitted Liens and Other Obligations.
Mortgagor shall comply in all material respects with any and all obligations,
restrictions and requirements that may be set forth in each and every document
constituting a Permitted Lien as and to the extent and in the manner set forth
in the Indenture. In addition, Mortgagor shall comply in all material respects
with each and every obligation legally imposed upon it and/or relating to the
Mortgaged Property pursuant to applicable law (including, without limitation,
all matters described in Section 4.05 hereof), contract or other agreement. It
is hereby acknowledged that Mortgagee's consent to a Permitted Lien as of the
date hereof shall in no way be deemed to constitute approval of any future Lien
which may be imposed upon any portion of

                                       17
<PAGE>

the Mortgaged Property, or any other enforcement action affecting Mortgagor or
the Mortgaged Property, as a result of Mortgagor's failure to perform or comply
with its obligations under any document constituting a Permitted Lien as of the
date hereof.

            SECTION 5.09 Additional Affirmative Covenants. All affirmative
covenants made by the Parent or Guarantors or any of them in the Indenture and
the other Senior Secured Note Documents are incorporated herein by reference and
are hereby also made by Mortgagor as to itself and the Mortgaged Property as
though such affirmative covenants were set forth at length herein as the
affirmative covenants of Mortgagor.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

            Mortgagor hereby covenants and agrees with Mortgagee that, until all
of the Senior Secured Note Obligations shall have been paid or performed in full
and discharged:

            SECTION 6.01 Use Violations. Mortgagor shall not use, maintain,
operate or occupy, or allow the use, maintenance, operation or occupancy of, the
Mortgaged Property in any manner which (a) violates in any material respect any
Governmental Requirement, (b) may be dangerous unless safeguarded as required by
applicable law, (c) constitutes a public or private nuisance, or (d) makes void,
voidable or cancelable, or increases, substantially in excess of commercially
reasonably rates, the premium of, any insurance then in force with respect
thereto.

            SECTION 6.02 Waste. Mortgagor shall not commit or permit any waste
with respect to the Mortgaged Property.

            SECTION 6.03 Alterations. Mortgagor shall notify Mortgagee, in
writing and in advance, with respect to all proposed alterations, improvements
or additions to the Mortgaged Property which are of a material nature, and,
unless and to the extent otherwise expressly provided in the Indenture,
Mortgagor shall not effect any material alteration, improvement or addition to
the Mortgaged Property without the prior written consent of Mortgagee.

            SECTION 6.04 No Further Encumbrances. Mortgagor shall not, without
the prior written consent of Mortgagee, create, place or permit to be created or
placed, or through any act or failure to act, acquiesce in the placing of, or
allow to remain, any mortgage, pledge, Lien (statutory, constitutional or
contractual), security interest, encumbrance or charge on, or conditional sale
or other title retention agreement with respect to, the Mortgaged Property, or
any portion thereof or interest therein, other than the Permitted Liens,
regardless of whether the same are subordinate to the Lien(s) and security
interest(s) created by this Mortgage.

            SECTION 6.05 Transfer Restrictions. Mortgagor shall not sell, lease,
assign, transfer or otherwise dispose of or abandon all or any part of the
Mortgaged Property (or any interest therein), except as expressly permitted by,
and in accordance with the terms of, the Indenture.

            SECTION 6.06 Senior Secured Note Documents and Indenture; Additional
Negative Covenants. Mortgagor has received a copy of and is fully familiar with
the terms and

                                       18
<PAGE>

provisions of the Indenture and the other Senior Secured Note Documents. All
negative covenants made by the Borrowers or Guarantors or any of them in the
Indenture and the other Senior Secured Note Documents are incorporated herein by
reference and are hereby also made by Mortgagor as to itself and the Mortgaged
Property as though such negative covenants were set forth at length herein as
the negative covenants of Mortgagor.

                                   ARTICLE VII

                         EVENTS OF DEFAULT AND REMEDIES

            SECTION 7.01 Event of Default. The "Events of Default" set forth in
Section 6.01 of the Indenture are hereby incorporated herein as if fully set
forth herein, and, without limiting the generality of the foregoing, the
occurrence of an "Event of Default" under the Indenture or any other Senior
Secured Note Document shall constitute an "Event of Default" hereunder.

            SECTION 7.02 Acceleration. Upon the occurrence and during the
continuance of any Event of Default, in addition to any other rights, powers or
remedies conferred herein or by operation of law, Mortgagee, in its sole
judgment and discretion, may declare the then unpaid principal balance remaining
under the Notes (the "Principal Balance"), the accrued interest thereon and any
other accrued but unpaid portion of the Senior Secured Note Obligations to be,
and they shall thereupon forthwith become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by Mortgagor.

            SECTION 7.03 Foreclosure and Sale. If an Event of Default shall
occur and be continuing, Mortgagee shall have the right and option to take
possession of the Mortgaged Property and/or proceed with foreclosure and to
sell, to the extent and in the manner permitted by applicable law, all or any
portion of the Mortgaged Property at one or more sales, as an entirety or in
parcels, at such place or places, in such manner and upon such notice as may be
required by applicable law, or, in the absence of any such requirement, as
Mortgagee may deem appropriate, and to make conveyance to the purchaser or
purchasers. Where the Mortgaged Property is situated in more than one county,
notice as above provided shall be posted and filed in all such counties (if such
notices are required by applicable law), and all such Mortgaged Property may be
sold in any such county and any such notice shall designate the county where
such Mortgaged Property is to be sold. Nothing contained in this Section 7.03
shall be construed so as to limit in any way Mortgagee's rights to sell the
Mortgaged Property, or any portion thereof, by private sale if, and to the
extent that, such private sale is permitted under the laws of the applicable
jurisdiction or by public or private sale after entry of a judgment by any court
of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints
Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and
in the name and on behalf of Mortgagor to execute and deliver any deeds,
transfers, conveyances, assignments, assurances and notices which Mortgagor
ought to execute and deliver, and to do and perform any other acts or things
which Mortgagor ought to do and perform under the covenants herein contained
and, generally, to use the name of Mortgagor in the exercise of any of the
powers hereby conferred on Mortgagee. At any such sale: (a) whether made under
the power herein contained or any other legal enactment, or by virtue of any
judicial proceedings or any other legal right, remedy or recourse, it shall not
be necessary for Mortgagee to have physically present, or to have

                                       19
<PAGE>

constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting
and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not
actually or constructively possessed by Mortgagee immediately upon demand by
Mortgagee) and the title to and right of possession of any such property shall
pass to the purchaser thereof as completely as if the same had been actually
present and delivered to purchaser at such sale; (b) each instrument of
conveyance executed by Mortgagee shall contain a general warranty of title,
binding upon Mortgagor and its successors and assigns; (c) each and every
recital contained in any instrument of conveyance made by Mortgagee shall
conclusively establish the truth and accuracy of the matters recited therein,
including, without limitation, nonpayment and/or nonperformance of the Senior
Secured Note Obligations and advertisement and conduct of such sale in the
manner provided herein and otherwise required by applicable law; (d) any and all
prerequisites to the validity thereof shall be conclusively presumed to have
been performed; (e) the receipt of Mortgagee, or of such other Person or officer
making the sale, shall be a sufficient discharge to the purchaser for its
purchase money and neither such purchaser nor its assigns or personal
representatives shall thereafter be obligated to see to the application of such
purchase money, or be in any way answerable for any loss, misapplication or
non-application thereof; (f) to the fullest extent permitted by applicable law,
Mortgagor shall be completely and irrevocably divested of all of its right,
title, interest, estate, claim and demand whatsoever, either at law or in equity
(including any statutory or common law right of redemption, which is hereby
waived to the fullest extent permitted by applicable law), in and to the
property sold in any such event, and such sale shall be a perpetual bar, both at
law and in equity, against Mortgagor and any and all other Persons claiming by,
through or under Mortgagor; and (g) to the extent and under such circumstances
as are permitted by applicable law, Mortgagee may be a purchaser at any such
sale, and shall have the right, after paying or accounting for all costs of said
sale or sales, to credit the amount of the then unpaid Senior Secured Note
Obligations to the amount of its bid (in the order of priority set forth in
Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this
instrument is distinct from and cumulative with all other rights and remedies
provided hereunder or afforded by applicable law or equity, and may be exercised
concurrently, independently or successively, in any order whatsoever.

            SECTION 7.04 Mortgagee's Agents. Mortgagee may appoint or delegate
any one or more Persons as agent to perform any act or acts necessary or
incident to any sale held by Mortgagee, including the posting of notices and the
conduct of sale, but in the name and on behalf of Mortgagee.

            SECTION 7.05 Judicial Foreclosure. If any Event of Default shall
occur and be continuing, Mortgagee shall have the right and power to proceed by
a suit or suits in equity or at law, whether for the specific performance of any
covenant or agreement herein contained or in aid of the execution of any power
herein granted, or for any foreclosure hereunder or for the sale of the
Mortgaged Property under the judgment or decree of any court or courts of
competent jurisdiction, or for the enforcement of any other appropriate legal or
equitable remedy.

            SECTION 7.06 Receiver. If any Event of Default shall occur and be
continuing, Mortgagee may apply for and obtain as a matter of right and without
notice to Mortgagor, which notice is hereby expressly waived by Mortgagor, the
appointment of a receiver to collect the Rents of the Mortgaged Property and to
preserve the security hereof, either before or after any foreclosure sale or the
sale of the Mortgaged Property under the order of a court or courts of

                                       20
<PAGE>

competent jurisdiction or under executory or other legal process, without regard
to the value of the Mortgaged Property as security for the amount then due to
Mortgagee, or the solvency of any entity or entities, person or persons
primarily or secondarily liable for the payment of such amounts; the Rents of
the Mortgaged Property, in any such event, having heretofore been assigned to
Mortgagee pursuant to Section 3.01 as additional security for the payment of the
Senior Secured Note Obligations secured hereby. Any money advanced by Mortgagee
in connection with any such receivership shall be a demand obligation (which
obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to
Mortgagee and shall be subject to the provisions of Section 8.07(b) hereof.

            SECTION 7.07 Foreclosure for Installments. To the extent allowed by
applicable law, Mortgagee shall also have the option to proceed with foreclosure
in satisfaction of any installments of the Senior Secured Note Obligations which
have not been paid when due, either through the courts or otherwise, by
non-judicial power of sale in satisfaction of the matured but unpaid portion of
the Senior Secured Note Obligations as if under a full foreclosure, conducting
the sale as herein provided and without declaring the entire principal balance
and accrued interest due. Such sale may be made subject to the unmatured portion
of the Senior Secured Note Obligations, and any such sale shall not in any
manner affect the unmatured portion of the Senior Secured Note Obligations, but
as to such unmatured portion of the Senior Secured Note Obligations this
Mortgage shall remain in full force and effect just as though no sale had been
made hereunder. It is further agreed that several sales may be made hereunder
without exhausting the right of sale for any unmatured part of the Senior
Secured Note Obligations, it being the intent and purpose hereof to provide for
a foreclosure and sale of the security for any matured portion of the Senior
Secured Note Obligations without exhausting the power to foreclose and sell the
Mortgaged Property for any subsequently maturing portion of the Senior Secured
Note Obligations.

            SECTION 7.08 Separate Sales. To the extent allowed by applicable
law, the Mortgaged Property may be sold in one or more parcels and in such
manner and order as Mortgagee, in its sole discretion, may elect, it being
expressly understood and agreed that the right of sale arising out of any Event
of Default shall not be exhausted by any one or more sales.

            SECTION 7.09 Possession of Mortgaged Property. Mortgagor agrees to
the full extent that it lawfully may, that, in case one or more of the Events of
Default shall have occurred and be continuing, then, and in every such case,
Mortgagee shall have the right and power to enter into and upon and take
possession of all or any part of the Mortgaged Property in the possession of
Mortgagor, its successors or assigns, or its or their agents or servants, and
may exclude Mortgagor, its successors or assigns, and all Persons claiming by,
through or under Mortgagor, and its or their agents or servants wholly or partly
therefrom; and, holding the same, Mortgagee may use, administer, manage, operate
and control the Mortgaged Property and conduct the business thereof to the same
extent as Mortgagor, its successors or assigns, might at the time do and may
exercise all rights and powers of Mortgagor, in the name, place and stead of
Mortgagor, or otherwise as Mortgagee shall deem best. All costs, expenses and
liabilities of every character incurred by Mortgagee in administering, managing,
operating and controlling the Mortgaged Property shall constitute a demand
obligation (which obligation Mortgagor hereby expressly promises to pay) owing
by Mortgagor to Mortgagee. Mortgagor hereby irrevocably constitutes and appoints
Mortgagee as Mortgagor's attorney-in-fact (coupled with an interest) to

                                       21
<PAGE>

perform such acts and execute such documents as Mortgagee, in its sole
discretion, shall deem appropriate, including endorsement of Mortgagor's name on
any instruments. Regardless of any provision of this Mortgage, the Indenture or
any other Senior Secured Note Document, Mortgagee shall not be considered to
have accepted any property other than cash or immediately available funds in
satisfaction of any obligation of Mortgagor to Mortgagee, unless Mortgagee shall
have given express written notice of Mortgagee's election to the contrary.

            SECTION 7.10 Occupancy After Acceleration. In the event that there
is an acceleration of the amounts due under the Notes and Mortgagor or
Mortgagor's representatives, successors or assigns or any other Person claiming
any interest in the Mortgaged Property by, through or under Mortgagor, continues
to occupy or use the Mortgaged Property or any part thereof, each and all shall
immediately become the tenant of Mortgagee (or its successor, if applicable),
which tenancy shall be a tenancy from day-to-day, terminable at the will of
either the landlord or tenant, at a rent to be determined by Mortgagee (which
may be in excess of fair market value); provided, however, that until Mortgagee
sets forth the amount of such rent, such rent shall be a fair market rental per
day based upon the value of the Mortgaged Property as a whole; and such rental
shall be due daily to the Mortgagee (or its successor, if applicable). To the
extent permitted by applicable law, Mortgagee (or its successor, if applicable),
notwithstanding any language herein to the contrary, shall have the sole option
to demand immediate possession or to permit the occupants to remain as tenants
at will. In the event that the tenant fails to surrender possession of said
property upon demand, Mortgagee (and its successor, if applicable) shall be
entitled to institute and maintain a summary action for possession of the
Mortgaged Property (such as an action for forcible entry and detainer) in any
court having appropriate jurisdiction.

            SECTION 7.11 Remedies Cumulative, Concurrent and Nonexclusive. Every
right, power and remedy herein given to Mortgagee shall be cumulative and in
addition to every other right, power and remedy herein specifically given or now
or hereafter existing in equity, at law or by statute (including specifically
those granted by the Applicable UCC). Each such right, power and remedy, whether
specifically herein given or otherwise existing, may be exercised from time to
time and so often and in such order as may be deemed expedient by Mortgagee, and
the exercise, or the beginning of the exercise, of any such right, power or
remedy shall not be deemed a waiver of the right to exercise, at the same time
or thereafter, any other right, power or remedy. Mortgagee shall be entitled to
collect all costs and expenses incurred in pursuing such remedies. No delay or
omission by Mortgagee in the exercise of any such right, power or remedy shall
impair any such right, power or remedy or operate as a waiver thereof or of any
other right, power or remedy then or thereafter existing.

            SECTION 7.12 No Release of Senior Secured Note Obligations. Neither
Mortgagor, any other Obligor or any of the Guarantors, nor any other Person now
or hereafter obligated for the payment or performance of all or any part of the
Senior Secured Note Obligations shall be relieved of any such obligation by
reason of (a) the failure of Mortgagee, to comply with any request of Mortgagor,
any other Obligor, any of the Guarantors or any Obligor, Guarantor or other
Person so obligated to foreclose the Lien of this Mortgage or to enforce any
provision hereunder or under the Indenture; (b) the release, regardless of
consideration, of the Mortgaged Property or any portion thereof or interest
therein or the addition of any other property to the Mortgaged Property; (c) any
agreement or stipulation between any subsequent

                                       22
<PAGE>

owner of the Mortgaged Property and Mortgagee extending, renewing, rearranging
or in any other way modifying the terms of this Mortgage without first having
obtained the consent of, given notice to or paid any consideration to Mortgagor,
any other Obligot or any of the Guarantors, Obligor or any other Person, and in
any such event Mortgagor, all other Obligors, all Guarantors and all such other
Persons shall continue to be liable to make payment according to the terms of
any such extension or modification agreement unless expressly released and
discharged in writing by Mortgagee; or (d) any other act or occurrence save and
except the complete payment and performance of all of the Senior Secured Note
Obligations.

            SECTION 7.13 Release of and Resort to Collateral. Mortgagee may
release, regardless of consideration, any part of the Mortgaged Property
without, as to the remainder, in any way impairing, affecting, subordinating or
releasing the Lien or security interest created in or evidenced by this Mortgage
or its stature as a Lien and security interest in and to the Mortgaged Property,
and without in any way releasing or diminishing the liability of any Person
liable for the payment or performance of the Senior Secured Note Obligations.
Mortgagee may resort to any other security for the Senior Secured Note
Obligations held by Mortgagee in such manner and order as Mortgagee may elect.

            SECTION 7.14 Waiver of Redemption, Notice and Marshalling of Assets.
To the fullest extent permitted by applicable law, Mortgagor hereby irrevocably
and unconditionally waives and releases (a) all benefits that might accrue to
Mortgagor by virtue of any present or future moratorium law or other law
exempting the Mortgaged Property from attachment, levy or sale on execution or
providing for any appraisement, valuation, stay of execution, exemption from
civil process, redemption or extension of time for payment; (b) except for
notices expressly provided for herein or in the Indenture, all notices of any
Event of Default or of Mortgagee's intention to accelerate maturity of the
Senior Secured Note Obligations or of Mortgagee's election, to exercise or
actual exercise of any right, remedy or recourse provided for hereunder or under
the Indenture; and (c) any right to a marshalling of assets or a sale in inverse
order of alienation; and (d) any and all conflicts with any provisions of any of
the Senior Secured Note Documents. If any law referred to in this Mortgage and
now in force, of which Mortgagor or its successor or successors might take
advantage despite the provisions hereof, shall hereafter be repealed or cease to
be in force, such law shall thereafter be deemed not to constitute any part of
the contract herein contained or to preclude the operation or application of the
provisions hereof.

            SECTION 7.15 Discontinuance of Proceedings. In case Mortgagee shall
have proceeded to invoke any right, remedy or recourse permitted hereunder or
under the Indenture and shall thereafter elect to discontinue or abandon same
for any reason, Mortgagee shall have the unqualified right so to do and, in such
an event, Mortgagor and Mortgagee shall be restored to their former positions
with respect to the Senior Secured Note Obligations, this Mortgage, the
Indenture, the Mortgaged Property and otherwise, and the rights, remedies,
recourses and powers of Mortgagee shall continue as if same had never been
invoked.

            SECTION 7.16 Application of Proceeds. After the occurrence and
during the continuance of an Event of Default, the proceeds of any sale of and
any other amounts generated by the holding, leasing, operating or other use of
the Mortgaged Property shall be applied by Mortgagee (or the receiver, if one is
appointed), to the extent that funds are so available

                                       23
<PAGE>

therefrom, in accordance with the provisions of the Indenture or, if not so
provided, then in the following order of priority, except to the extent
otherwise required by applicable law:

            (a)   first, to the payment of the reasonable and necessary costs
and expenses of taking possession of the Mortgaged Property and of holding,
using, leasing, repairing, improving the same, including reasonable (i)
receivers' fees, (ii) court costs, (iii) attorneys' and accountants' fees, (iv)
costs of advertisement and title search fees, and (v) the payment of any and all
Impositions, Liens, security interests or other rights, titles or interests
equal or superior to the Lien and security interest of this Mortgage (except
those to which the Mortgaged Property has been sold subject to and without in
any way implying Mortgagee's prior consent to the creation thereof);

            (b)   second, to the payment of all amounts other than the Principal
Balance and accrued but unpaid interest which may be due to Mortgagee or
Collateral Agent, as applicable, hereunder or under the other Senior Secured
Note Documents, together with interest thereon as provided herein;

            (c)   third, to the payment of the Senior Secured Note Obligations
in such order and manner as Mortgagee determines in its sole discretion; and

            (d)   fourth, to Mortgagor or as otherwise required by any
Governmental Requirement. Mortgagor shall be liable for any deficiency
remaining.

            SECTION 7.17 Uniform Commercial Code Remedies. Mortgagee shall have
all of the rights, remedies and recourses with respect to the Personalty and the
Fixtures afforded to it by the Applicable UCC, including, without limitation,
the right to take possession of the Personalty and the Fixtures or any part
thereof, and to take such other measures as Mortgagee may deem necessary for the
care, protection and preservation of the Personalty and the Fixtures, in
addition to, and not in limitation of, the other rights, remedies and recourses
afforded by this Mortgage and the other Senior Secured Note Documents.

            SECTION 7.18 Indemnity. In connection with any action taken by
Mortgagee or any other Indemnitee pursuant to this Mortgage, neither Mortgagee,
or any Indemnified Parties shall be liable for any Loss sustained by Mortgagor
resulting from (a) an assertion that Mortgagee or an Indemnified Party has
received funds from the operations of the Mortgaged Property claimed by third
Persons, or (b) any act or omission of Mortgagee, or any such Indemnitee or any
such Indemnified Party in administering, managing, operating or controlling the
Mortgaged Property, including in either case such Loss as may result from the
ordinary negligence of Mortgagee or any other Indemnitee or Indemnified Party,
or which may result from strict liability, whether under applicable law or
otherwise, unless such Loss is caused by the gross negligence, willful
misconduct or bad faith of such Person, nor shall Mortgagee and or any
Indemnitee, or an Indemnified Party be obligated to perform or discharge any
obligation, duty or liability of Mortgagor. Mortgagor shall and does hereby
agree to indemnify Mortgagee, and each of the other Holders and their respective
Indemnified Parties for, and to hold Mortgagee, and each such other Holder and
each Indemnified Party harmless from, any and all Losses which may or might be
incurred by Mortgagee, or any of such other Holders or Indemnified Parties by

                                       24
<PAGE>

reason of this Mortgage or the exercise of rights or remedies hereunder,
including such Losses as may result from the ordinary negligence of Mortgagee,
or any other Holder or an Indemnified Party, or which may result from strict
liability, whether under applicable law or otherwise, unless such Loss is caused
by the gross negligence, willful misconduct or bad faith of such Person. WITHOUT
LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO MORTGAGEE AND EACH
INDEMNIFIED PARTY WITH RESPECT TO LOSSES WHICH IN WHOLE OR IN PART ARE CAUSED BY
OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF MORTGAGEE, SUCH INDEMNIFIED
PARTY OR ANY OTHER PERSON. Should Mortgagee, and/or other Holder or an
Indemnified Party make any expenditure on account of any such Losses, the amount
thereof, including costs, expenses and reasonable attorneys' fees, shall be a
demand obligation (which obligation Mortgagor hereby expressly promises to pay)
owing by Mortgagor to Mortgagee and shall bear interest from the date expended
until paid at the Default Rate, shall be a part of the Senior Secured Note
Obligations and shall be secured by this Mortgage and the other Senior Secured
Note Documents. Mortgagor hereby assents to, ratifies and confirms any and all
actions of Mortgagee with respect to the Mortgaged Property taken under this
Mortgage. The liabilities of Mortgagor, as set forth in this Section 7.18, shall
survive the termination of this Mortgage and the payment and performance of the
Senior Secured Note Obligations.

                                  ARTICLE VIII

                                  MISCELLANEOUS

            SECTION 8.01 Instrument Construed as Mortgage, Etc. This Mortgage
may be construed as a mortgage, deed of trust, chattel mortgage, conveyance,
assignment, security agreement, pledge, financing statement, hypothecation or
contract, or any one or more of them, in order to fully effectuate the liens and
security interests created hereby and the purposes and agreements set forth
herein.

            SECTION 8.02 Performance at Mortgagor's Expense. The cost and
expense of performing or complying with any and all of the Senior Secured Note
Obligations shall be borne solely by Mortgagor, and no portion of such cost and
expense shall be, in any way or to any extent, credited against any installment
on or portion of the Senior Secured Note Obligations.

            SECTION 8.03 Survival of Senior Secured Note Obligations. Each and
all of the Senior Secured Note Obligations shall survive the execution and
delivery of this Mortgage and shall continue in full force and effect until all
of the Senior Secured Note Obligations shall have been fully satisfied.

            SECTION 8.04 Further Assurances. Mortgagor, upon the request of
Mortgagee, shall execute, acknowledge, deliver and record and/or file such
further instruments, including financing statements, and do such further acts as
may be reasonably necessary, desirable or proper to carry out more effectively
the purpose of this Mortgage and to subject to the Liens and security interests
hereof any property intended by the terms hereof to be covered hereby, including
any renewals, additions, substitutions, replacements, betterments or
appurtenances to the then Mortgaged Property.

                                       25
<PAGE>

            SECTION 8.05 Notices. All notices or other communications required
or permitted to be given pursuant to this Mortgage shall be in writing and shall
be considered properly given if given in the manner and to the addresses
prescribed by Section 13.02 of the Indenture to the parties and at the addresses
set forth in the first paragraph of this Mortgage, and to the parties at the
addresses set forth in Section 13.02 of the Indenture; provided, however, that
(a) service of notice as required by the laws of any State or Commonwealth in
which portions of the Mortgaged Property may be situated shall for all purposes
be deemed appropriate and sufficient with the giving of such notice thereunder,
and (b) any party shall have the right to change its address for notice
hereunder to any other location within the continental United States by the
giving of ten (10) days' notice to the other party in the manner set forth
above.

            SECTION 8.06 No Waiver. Any failure by Mortgagee to insist, or any
election by Mortgagee not to insist, upon strict performance by Mortgagor of any
of the terms, provisions or conditions of this Mortgage shall not be deemed to
be a waiver of the same or of any other terms, provision or condition hereof,
and Mortgagee shall have the right, at any time or times thereafter, to insist
upon strict performance by Mortgagor of any and all of such terms, provisions
and conditions. Mortgagee may, in Mortgagee's sole and absolute discretion, (i)
in the case of a Default, determine whether such Default has been cured, and
(ii) in the case of an Event of Default, accept or reject any proposed cure of
an Event of Default. In no event shall any provision of this Mortgage or any
other Senior Secured Note Document which provides that Mortgagee shall have
certain rights and/or remedies only during the continuance of an Event of
Default be construed so as to require Mortgagee to accept a cure of any such
Event of Default. Unless and until Mortgagee accepts any proposed cure of an
Event of Default, such Event of Default shall be deemed to be continuing for
purposes of this Mortgage and the other Senior Secured Note Documents.

            SECTION 8.07 Mortgagee's Right to Perform as Mortgagee's
Expenditures.

            (a)   Mortgagor agrees that if Mortgagor fails to perform any act or
take any action which Mortgagor is required to perform or take hereunder or
under the Indenture or to pay any money which Mortgagor is required to pay
hereunder or under the Indenture, Mortgagee may, after prior notice to Mortgagor
and reasonable opportunity to cure except in cases of emergency, but shall not
be obligated to, perform or cause to be performed such act or take such action
or pay such money.

            (b)   All costs and expenses incurred by Mortgagee (or any
Indemnified Party), including, without limitation, attorneys fees and expenses,
all monies paid by (or on behalf of) Mortgagee and the monetary value of all
services performed by (or on behalf of Mortgagee) in connection with a Default
or Event of Default hereunder or under any other Senior Secured Note Document,
including, without limitation, the (i) the enforcement of any term or provision
of this Mortgage or any other Senior Secured Note Document, (ii) the performance
by Mortgagee of any obligation of Mortgagor under this Mortgage or any other
Senior Secured Note Document if Mortgagee elects to so perform, in its sole and
absolute discretion, and (iii) any action Mortgagee elects to take, in its sole
and absolute discretion, to protect its interest in or the value of the
Mortgaged Property, shall be a demand obligation owing by Mortgagor to
Mortgagee, as the case may be, and to the extent any payment is made to a third
Person, Mortgagee, upon making such payment, shall be subrogated to all of the
rights of the Person receiving such payment. All such

                                       26
<PAGE>

costs and expenses, monies and the monetary value of such services performed
shall (x) bear interest at the Default Rate from the date of such incurrence,
payment or performance, as applicable, until paid, and (y) constitute (together
with such interest) a portion of the Senior Secured Note Obligations and shall
be secured by this Mortgage and all of the other Senior Secured Note Documents.
If Mortgagee shall elect to pay any Imposition or other sums due with reference
to the Mortgaged Property, Mortgagee may do so in reliance on any bill,
statement or assessment procured from the appropriate Governmental Authority or
other issuer thereof.

            SECTION 8.08 Successors and Assigns. All of the terms hereof shall
apply to, be binding upon and inure to the benefit of the parties hereto, their
successors, assigns, heirs and legal representatives, and all other Persons
claiming by, through or under them; provided, however, that nothing herein shall
be deemed to imply any right on behalf of Mortgagor to assign its interest in
any of the Mortgaged Property except as may be expressly set forth in the
Indenture.

            SECTION 8.09 Severability. This Mortgage is intended to be performed
in accordance with, and only to the extent permitted by, all applicable laws and
regulations of applicable Governmental Authorities and the provisions hereof are
intended to be limited to the extent necessary that they will not render this
Mortgage invalid, unenforceable or not entitled to be recorded, registered or
filed under the provisions of any applicable law. If any provision hereof or the
application thereof to any Person or circumstance shall, for any reason and to
any extent, be invalid or unenforceable, neither the remainder of this Mortgage
nor the application of such provision to other Persons or circumstances shall be
affected thereby, but rather shall be enforced to the greatest extent permitted
by applicable law.

            SECTION 8.10 Entire Agreement and Modification. This Mortgage may
not be amended, revised, waived, discharged, released or terminated orally, but
only by a written instrument or instruments executed by the party against which
enforcement of the amendment, revision, waiver, discharge, release or
termination is asserted. Any alleged amendment, revision, waiver, discharge,
release or termination which is not so documented shall not be effective as to
any party.

            SECTION 8.11 Applicable Law. THIS MORTGAGE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE IN WHICH THE
MORTGAGED PROPERTY IS LOCATED; PROVIDED, HOWEVER, THAT THE INDENTURE, THE NOTES
AND THE GUARANTEE ARE, BY THEIR TERMS, GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK AS PROVIDED THEREIN, AND, IN THE EVENT THAT IT BECOMES
NECESSARY, IN CONNECTION WITH THE ENFORCEMENT OF THIS MORTGAGE OR OTHERWISE, TO
CONSTRUE OR ENFORCE THE OBLIGATIONS (WHICH OBLIGATIONS ARE SECURED BY THIS
MORTGAGE), THE INDENTURE, THE NOTES AND THE GUARANTEE SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

            SECTION 8.12 Satisfaction of Prior Encumbrance. To the extent that
proceeds advanced pursuant to the Indenture are used to pay indebtedness secured
by any outstanding

                                       27
<PAGE>

Lien, security interest, charge or prior encumbrance against the Mortgaged
Property, such proceeds shall be deemed to have been advanced by Mortgagee at
Mortgagor's request, and Mortgagee shall be subrogated to any and all rights,
security interests and Liens owned by any owner or holder of such outstanding
Liens, security interests, charges or encumbrances, irrespective of whether said
Liens, security interests, charges or encumbrances are released, and it is
expressly understood that, in consideration of the payment of such other
indebtedness by Mortgagee, Mortgagor hereby waives and releases all demands and
causes of action for offsets and payments to, upon and in connection with the
said indebtedness.

            SECTION 8.13 No Partnership. Nothing contained in this Mortgage is
intended to, or shall be construed to, create to any extent and in any manner
whatsoever any partnership, joint venture, or association between Mortgagor and
Mortgagee, or in any way make Mortgagee a co-principal with Mortgagor with
reference to the Mortgaged Property, and any inferences to the contrary are
hereby expressly negated.

            SECTION 8.14 Headings. The Article, Section and Subsection headings
hereof are inserted for convenience of reference only and shall in no way alter,
modify or define, or be used in construing, the text of such Articles, Sections
or Subsections.

            SECTION 8.15 Release of Mortgage. If all of the Senior Secured Note
Obligations shall be paid, performed and discharged, and the Indenture and the
Guarantee terminated, Mortgagee shall forthwith cause satisfaction and discharge
of this Mortgage to be entered upon the record, at the sole cost and expense of
Mortgagor, and shall execute and deliver (or cause to be executed and delivered)
such instruments of satisfaction and discharge as may be appropriate, such
instruments to be duly acknowledged and in form for recording, at the sole cost
and expense of Mortgagor.

            SECTION 8.16 Limitation of Senior Secured Note Obligations with
Respect to Mortgaged Property.

            (a)   Neither Mortgagee, nor any Holder shall have any duty to
protect or preserve, or any liability with respect to the protection or
preservation of, any Mortgaged Property or to preserve rights pertaining thereto
other than the duty to use reasonable care in the custody and preservation of
any Mortgaged Property in its actual possession. Mortgagee shall be deemed to
have exercised reasonable care in the custody and preservation of any Mortgaged
Property in its possession if such Mortgaged Property is accorded treatment
substantially equal to that which Mortgagee accords its own like property.
Mortgagee shall be relieved of all responsibility for any Mortgaged Property in
its possession upon surrendering it, or tendering surrender of it, to Mortgagor
or to such other Person entitled thereto by applicable law.

            (b)   Nothing contained in this Mortgage shall be construed as
requiring or obligating Mortgagee, or any Holder, and neither Mortgagee, nor any
Holder shall be required or obligated, to (i) make any demand or inquiry as to
the nature or sufficiency of any payment received by it, or present or file any
claim or notice or take any action with respect to any Mortgaged Property or the
monies due or to become due thereunder in connection therewith, (ii) ascertain
or take action with respect to calls, conversions, exchanges, maturities,
tenders, offers or other matters relating to any Mortgaged Property, whether or
not Mortgagee or any of the

                                       28
<PAGE>

other Holders has or is deemed to have knowledge or notice thereof, (iii) take
any necessary steps to preserve rights against any prior parties with respect to
any Mortgaged Property, or (iv) notify Mortgagor or any other Person of any
decline in the value of any Mortgaged Property.

            SECTION 8.17 Inconsistency with Indenture. To the fullest extent
possible, the terms and provisions of the Indenture shall be read together with
the terms and provisions of this Mortgage such that the terms and provisions of
this Mortgage shall supplement, rather than conflict with, the terms and
provisions of the Indenture; provided, however, that, notwithstanding the
foregoing, in the event any of the terms or provisions of this Mortgage conflict
with any of the terms or provisions of the Indenture, such that it is
impractical for such terms or provisions to coexist, the terms or provisions of
the Indenture shall govern and control for all purposes; and, provided further,
that the inclusion in this Mortgage of terms and provisions, supplemental rights
or remedies in favor of a secured party but which are not addressed in the
Indenture shall not be deemed to be a conflict with the Indenture and all such
additional terms, provisions, supplemental rights or remedies contained herein
shall be given full force and effect.

            SECTION 8.18 Limitation on Interest Payable. It is the intention of
the parties to conform strictly to the usury laws, whether state or federal,
that are applicable to the transaction of which this Mortgage is a part. All
agreements between Mortgagor and Mortgagee or any Holder, whether now existing
or hereafter arising and whether oral or written, are hereby expressly limited
so that in no contingency or event whatsoever shall the amount paid or agreed to
be paid by Mortgagor for the use, forbearance or detention of the money to be
loaned under the Indenture or any other Senior Secured Note Document, or for the
payment or performance of any covenant or obligation contained herein or in the
Indenture or any other Senior Secured Note Document, exceed the maximum amount
permissible under applicable federal or state usury laws. If, under any
circumstances, fulfillment of any such provision, at the time performance of
such provision shall be due, shall involve exceeding the limit of validity
prescribed by applicable law, then the obligation to be fulfilled shall be
reduced to the limit of such validity. If, under any circumstances, Mortgagor
shall have paid an amount of money which is deemed to be interest and such
interest would exceed the highest lawful rate, such amount that would be
excessive interest under applicable usury laws shall be applied to the reduction
of the principal amount owing in respect of the Senior Secured Note Obligations
and not to the payment of interest, or if such excessive interest exceeds the
unpaid balance of principal and any other amounts due hereunder, the excess
shall be refunded to Mortgagor. All sums paid or agreed to be paid for the use,
forbearance or detention of the principal under any extension of credit by
Mortgagee (or Holder) shall, to the extent permitted by applicable law, and to
the extent necessary to preclude exceeding the limit of validity prescribed by
applicable law, be amortized, prorated, allocated and spread from the date of
this Mortgage until payment in full of the Senior Secured Note Obligations so
that the actual rate of interest on account of such principal amounts is uniform
throughout the term hereof.

            SECTION 8.19 Covenants To Run With the Land. All of the grants,
representations, warranties, undertakings, covenants, terms, provisions and
conditions in this Mortgage shall run with the Land and shall apply to and bind
the successors and assigns of Mortgagor. If there shall be more than one
mortgagor, the covenants, representations and warranties made herein shall be
deemed to be joint and several.

                                       29
<PAGE>

            SECTION 8.20 Intentionally Omitted.

            SECTION 8.21 Defense of Claims. Mortgagor shall promptly notify
Mortgagee in writing of the commencement of any legal proceedings affecting
Mortgagor's title to the Mortgaged Property or Mortgagee's Lien on or security
interest in the Mortgaged Property, or any part thereof, and shall take all such
action, employing attorneys agreeable to Mortgagee, as may be necessary to
preserve Mortgagor's and Mortgagee's rights affected thereby. If Mortgagor fails
or refuses to adequately or vigorously, in the sole judgment of Mortgagee,
defend Mortgagor's or Mortgagee's rights to the Mortgaged Property, Mortgagee
may take such action on behalf of and in the name of Mortgagor and at
Mortgagor's expense. Moreover, Mortgagee may take (or cause its agents to take)
such independent action in connection therewith as they may in their discretion
deem proper, including, without limitation, the right to employ independent
counsel and to intervene in any suit affecting the Mortgaged Property. All
costs, expenses and attorneys' fees incurred by Mortgagee (or its agents)
pursuant to this Section 8.21 or in connection with the defense by Mortgagee of
any claims, demands or litigation relating to Mortgagor, the Mortgaged Property
or the transactions contemplated in this Mortgage shall be paid by Mortgagor on
demand, plus interest thereon from the date of the advance by Mortgagee until
reimbursement of Mortgagee at the Default Rate.

            SECTION 8.22 Exculpation Provisions. EACH OF THE PARTIES HERETO
SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS MORTGAGE; AND AGREES THAT IT
IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS MORTGAGE; THAT IT HAS
IN FACT READ THIS MORTGAGE AND IS FULLY INFORMED AND HAS FULL NOTICE AND
KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS MORTGAGE; THAT IT HAS
BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE
NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS MORTGAGE AND HAS RECEIVED THE
ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS MORTGAGE; AND THAT IT RECOGNIZES
THAT CERTAIN OF THE TERMS OF THIS MORTGAGE RESULT IN ONE PARTY ASSUMING THE
LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER
PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND
COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY
EXCULPATORY PROVISION OF THIS MORTGAGE ON THE BASIS THAT THE PARTY HAD NO NOTICE
OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT "CONSPICUOUS."

            SECTION 8.23 No Merger of Estates. So long as any part of the Senior
Secured Note Obligations remain unpaid, unperformed or undischarged, the fee,
easement and leasehold estates to the Mortgaged Property shall not merge but
rather shall remain separate and distinct, notwithstanding the union of such
estates either in Mortgagor, Mortgagee, any lessee, any third-party purchaser or
otherwise.

            SECTION 8.24 Release Upon Transfer or Sale.

                                       30
<PAGE>

            (a)   All Mortgaged Property sold or otherwise transferred in
accordance with the terms of the Indenture shall be sold or otherwise
transferred, as the case may be, free and clear of this Mortgage. In connection
with any such sale or other transfer, the Mortgagee shall execute and deliver to
Mortgagor, or to such person or persons as Mortgagor shall reasonably designate,
a satisfaction of mortgage and such other documents as Mortgagor may reasonably
request to evidence the release of this Mortgage with respect to such Mortgaged
Property, as well as a release of any collateral assignments or other documents,
instruments or filings in favor of Mortgagee that burden such Mortgaged
Property.

            (b)   In addition, and not in limitation of the foregoing, any
Mortgaged Property (other than the Real Estate) that also constitutes Collateral
under any Security Document shall automatically be released from this Mortgage
in the event that such Mortgaged Property is released from the security interest
created by such Security Document in accordance with the terms thereof and the
Indenture.

            SECTION 8.25 Counterparts. This Mortgage may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of which, taken together, shall be deemed to constitute one single instrument,
except that, to facilitate recordation, portions of Exhibit A hereto which
describe properties situated in counties other than the county in which this
Mortgage is to be recorded may be omitted.

                                   ARTICLE IX

                      ADDITIONAL STATE SPECIFIC PROVISIONS

            SECTION 9.01 Divisions. The Property secured by the Mortgage
includes all rights to make all divisions under section 108 of the Land Division
Act, Act No. 288 of the Public Acts of 1967, as amended. The Mortgagor shall not
split, divide, subdivide or otherwise create separate parcels of the Property.

            SECTION 9.02 Waste. Mortgagor's failure to pay taxes and/or
assessments assessed against the Mortgaged Property, or any installment thereof,
or any insurance premium upon policies covering the Mortgaged Property or any
part thereof, shall constitute waste (although the meaning of the term "waste"
shall not necessarily be limited to such nonpayment), as provided by Act No. 236
of the Public Acts of Michigan of 1961, as amended, and shall entitle Mortgagee
to all remedies provided for therein. Mortgagor further agrees to and does
hereby consent to the appointment of a receiver under such statute, should
Mortgagee elect to seek such relief thereunder.

            SECTION 9.03 Foreclosure, Power of Sale. Mortgagor hereby grants
power to Mortgagee, in the event of the occurrence of an Event of Default
hereunder, to grant, bargain, sell, release and convey the Mortgaged Property at
public auction or vendue, and upon such sale to execute and deliver to the
purchaser(s) instruments of conveyance pursuant to the terms hereof and to the
applicable laws. Mortgagor acknowledges that the foregoing sentence confers a
power of sale upon Mortgagee, and that upon default this Mortgage may be
foreclosed by advertisement as described below and in the applicable Michigan
statutes. Mortgagor understands that upon default, Mortgagee is hereby
authorized and empowered to sell the

                                       31
<PAGE>

Mortgaged Property, or cause the same to be sold and to convey the same to the
purchaser in any lawful manner, including but not limited to that provided by
Chapter 32 of the Revised Judicature Act of Michigan, entitled "Foreclosure of
Mortgages by Advertisement", which permits Mortgagee to sell the Mortgaged
Property without affording Mortgagor a hearing, or giving him actual personal
notice. The only notice required under such Chapter 32 is to publish notice in a
local newspaper and to post a copy of the notice on the Mortgaged Property.

WARNING: THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON A MATURITY EVENT OF
DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT, NO
HEARING IS INVOLVED AND THE ONLY NOTICE REQUIRED IS TO BE PUBLISHED NOTICE IN A
LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PROPERTY.

WAIVER: IF THIS MORTGAGE IS FORECLOSED BY ADVERTISEMENT, MORTGAGOR HEREBY
VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY WAIVES ALL RIGHTS, UNDER THE
CONSTITUTION AND LAWS OF THE STATE OF MICHIGAN AND THE CONSTITUTION AND LAWS OF
THE UNITED STATES, TO ALL NOTICE AND A HEARING IN CONNECTION WITH THE ABOVE
MENTIONED FORECLOSURE BY ADVERTISEMENT, EXCEPT AS SET FORTH IN THE MICHIGAN
STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

            SECTION 9.04 Fixture Financing Statement. For purposes of Article
Nine of the Michigan Uniform Commercial Code, (a) Mortgagor herein is the
"debtor", (b) debtor's federal tax identification number is 38-2007743, (c)
Mortgagee herein is the "secured party", (d) information concerning the security
interest created hereby may be obtained from Mortgagee at its address set forth
on page 1 hereof, and (e) Mortgagor's mailing address is that set forth on page
1 hereof.

            SECTION 9.05 Assignment of Rents. As additional security for the
payment of the indebtedness evidenced by the Promissory Note, including interest
thereon, and the performance of all of Mortgagor's obligations hereunder or
secured hereby, and under any other document executed simultaneously or in
connection herewith, Mortgagor does hereby sell, assign, transfer and set over
unto Mortgagee, pursuant to Act 210 of the Public Acts of Michigan of 1953, as
amended, all the rents, profits and income under all leases or occupancy
agreements or arrangements, however evidenced or denominated, upon or affecting
the Mortgaged Property (including any extensions, amendments or renewals
thereof), whether such rents, profits and income are due or are to become due,
including all such leases in existence or coming into existence during the
period this Mortgage is in effect. This assignment shall run with the land and
be good and valid as against Mortgagor and those claiming by, under or through
Mortgagor, from the date of recording of this Mortgage. This assignment shall
continue to be operative during the foreclosure or any other proceedings taken
to enforce this Mortgage. In the event of a foreclosure sale which results in a
deficiency, this assignment shall stand as security during the redemption period
for the payment of such deficiency. This assignment is given as collateral
security only and does not and shall not be construed as obligating Mortgagee to
perform any of the covenants or undertakings required to be performed by
Mortgagor in any leases.

                                       32
<PAGE>

            Mortgagee and its duly authorized agents shall be entitled to enter
the Mortgaged Property for the purpose of delivering any and all such notices
and other communications to the tenants and occupiers thereof as shall be
necessary or desirable in Mortgagee's discretion to exercise its rights
hereunder, and Mortgagee and its agents shall have absolutely no liability to
Mortgagor arising therefrom. Mortgagee shall not, however, be obligated to give
any tenant or occupier of the Mortgaged Property any notice by personal delivery
and Mortgagee may, in its sole discretion, deliver all such notices and
communications by ordinary first-class U.S. mail, postage prepaid, or otherwise.

            In the event that Mortgagor obstructs Mortgagee in its efforts to
collect the rents and income from the Mortgaged Property, or after requested by
Mortgagee, unreasonably refuses, fails or neglects to assist Mortgagee in
collecting such rent and income, Mortgagee shall be entitled to the appointment
of a receiver of the Mortgaged Property and of the income, rents and profits
therefrom, with such powers as the court making such appointment may confer.

            Mortgagee shall at no time have any obligation whatever to attempt
to collect rent from any tenant or occupier of the Mortgage Property
notwithstanding that such tenants and occupiers may not be paying rent to either
Mortgagor or to Mortgagee. Further, Mortgagee shall at no time have any
obligation whatever to enforce any other obligations owed by tenants or
occupiers of the Mortgage Property to Mortgagor. No action taken by Mortgagee
under this Mortgage shall put Mortgagee in the position of a "mortgagee in
possession."

            The provisions of this Section are not intended to evidence an
additional recordable event, as may be prohibited by Act 459 of the Public Acts
of Michigan of 1996, but rather are included in this Mortgage for purposes of
complying with any applicable requirements of Act 210 of the Public Acts of
Michigan of 1953, as amended.

            SECTION 9.06 Future Advances. Upon request of Mortgagor, Mortgagee,
at Mortgagee's option, so long as Mortgagor is not in default hereunder, and
this Mortgage secures obligations held by Mortgagee, may make Future Advances to
Mortgagor. Such Future Advances, with interest thereon, shall be secured by this
Mortgage. In such event, this Mortgage shall be a "Future Advance Mortgage"
under Public Act 348 or Public Acts of 1990 (MCLA 565.901-906). All future
advances under the Promissory Note or this Mortgage shall have the same priority
as if the future advance was made on the date that this Mortgage was recorded.

                                    ARTICLE X
                                  INTERCREDITOR

            Notwithstanding any provision to the contrary contained herein, the
terms of this Mortgage, the Lien and security interest granted to Mortgagee
pursuant to this Mortgage and the exercise of any rights and remedies by
Mortgagee are subject to the terms of that certain Intercreditor Agreement,
dated as of June __, 2004 (the "Intercreditor Agreement"), by and between
JPMorgan Chase Bank, as ABL Agent, and Mortgagee, as Term Agent. In the event of
any conflict between the terms and provisions of this Mortgage and the
Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern
and control.

             [NO FURTHER TEXT ON THIS PAGE; SIGNATURE PAGE FOLLOWS]

                                       33
<PAGE>

            IN WITNESS WHEREOF, Mortgagor has executed this Mortgage as of the
date first above written.

                                            MORTGAGOR:

                                                  OAK INTERNATIONAL, INC.,
                                                  a Michigan Corporation

                                                  By: /s/ R.P. Lienesch
                                                     ------------------
                                                     Name: R.P. Lienesch
                                                     Title: Treasurer

<PAGE>

                                 ACKNOWLEDGEMENT

STATE OF OHIO                  COUNTY OF HAMILTON            ss.:

      On June 8, 2004, before me the undersigned personally appeared R.P.
Lienesch the duly authorized Treasurer of Oak International, Inc., personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/ their capacity
(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.

                                     /s/ Jean Moyer
                                     --------------
                                     (signature and office of individual taking
                                     acknowledgment)

Name of Notary public (exactly as it appears on the notary's appointment): Jean
Moyer

Notary Public, State of Ohio, County of Hamilton.

My Commission Expires: June 11, 2007

Acting in the County of: Hamilton

           THIS MORTGAGE WAS PREPARED BY AND WHEN RECORDED, RETURN TO:

                                   Jonathan P. Baumstark, Esq.
                                   Latham & Watkins LLP
                                   885 Third Ave, Suite 1000
                                   New York, New York  10022
                                   Ref. No.: 030786-0117

<PAGE>

                                    EXHIBIT A

                                LEGAL DESCRIPTION

Address: 1160 White Street
         Sturgis, Michigan 49091
County:  St. Joseph County
Property Tax ID No.: ____________________

                                       A-1