deepdown_10k-ex1023.htm


    Exhibit
10.23

     

    MORTGAGE
AND SECURITY AGREEMENT

    


    KNOW ALL MEN BY THESE PRESENTS, that
FLOTATION TECHNOLOGIES, INC., a Maine corporation having a mailing address of 20
Morin Street, Biddeford, Maine 04005, (the "Grantor"), in consideration of One
Dollar ($1.00) and other valuable consideration paid by TD BANK, N.A. a
corporation organized under the laws of the United States of America with a
place of business at One Portland Square, Portland, Maine, and a mailing address
of P.O. Box 9540, Portland, Maine 04112-9540 (the "Grantee"), the receipt
whereof is hereby acknowledged, does hereby give, grant, bargain, sell and
convey unto TD BANK, N.A., its successors and assigns, forever, to secure the
Obligations as defined below, the following described Premises:

    


    Premises
situated at or near 20 Morin Street, in the City of Biddeford, County of York
and State of Maine, more particularly described in Schedule A attached hereto
with all buildings and improvements now or hereafter situated thereon and all
easements and rights appurtenant thereto, together with all building materials
and supplies and all other tangible personal property intended for use in
construction of buildings and other improvements on the Premises, now and
hereafter owned by the Grantor and now affixed and to be affixed, or now and
hereafter located upon the Premises, together with all of Grantor's right, title
and interest under any contracts or agreements relating in any way to the
construction of any improvements on the Premises or the marketing and/or sale of
any portion of the Premises, including without limitation all construction
contracts and subcontracts, design contracts, brokerage listing contracts, and
all other contracts and agreements between Grantor and any of Grantor's general
contractors, subcontractors, architects, engineers, brokers, consultants,
material providers or other parties providing any goods or services in any
connection with construction upon all or any portion of the Premises, together
with all plans, specifications, drawings, surveys, engineering and all other
site reports, studies, assessments and marketing materials related to the
Premises, or to any portion thereof, and all governmental permits, licenses,
orders and approvals of whatever nature, related in any way to all or any
portion of the Premises, whether received by Grantor or applied for and not yet
received or not yet applied for, together with all profits, proceeds, payments,
sums of money and accounts, including without limitation, earnest money
deposits, accounts receivable, contract rights, intangibles, notes, drafts,
acceptances, and all other evidences of receivables, and all rights of Grantor
now or hereafter acquired or earned by Grantor under contracts for the sale of
any interests in any real estate forming all or any portion of the Premises,
together with all contracts, agreements, contract rights and general intangibles
related thereto now or hereafter acquired by Grantor as aforesaid provided that
nothing contained herein shall obligate Grantee to perform any obligations of
Grantor under such contracts, agreements, permits, licenses, orders or
approvals, all of which the Grantor hereby agrees to perform well and
punctually.

    


    The Grantor also conveys and grants
hereby to the Grantee the following articles of personal property now or
hereafter situated on or within the Premises, buildings and improvements, or
used in connection therewith: All plumbing, heating, lighting, refrigerating,
ventilating and air conditioning apparatus and equipment, garbage incinerators
and receptacles, elevators and elevator machinery, boilers, tanks, motors,
sprinkler and fire extinguishing systems, door bell and alarm systems, screens,
awnings, screen doors, storm and other detachable windows and doors, mantels,
built-in cases, counters, and all other equipment, machinery, furniture and
furnishings, fixtures and articles of personal property now or hereafter owned
by Grantor and now or hereafter affixed to, placed upon or used in connection
with the operation of said real estate, buildings and improvements, for business
and commercial purposes generally, and all other purposes, together with cash
proceeds and non-cash proceeds of all of the foregoing, all of which are covered
by this mortgage, whether or not such property is subject to prior conditional
sales agreements, leases, chattel mortgages or other liens.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The said real estate, buildings,
improvements and the foregoing equipment, machinery, furniture, furnishings,
fixtures and personal property are hereinafter referred to collectively as the
"Premises".  This Mortgage and Security Agreement as it may be
affected by any amendments, subordinations, partial releases or supplemental
mortgages hereafter executed by or accepted by Grantee is hereinafter referred
to as the "Mortgage".

    


    As further security for payment of the
Obligations, Grantor hereby grants, transfers, sets over, conveys and assigns to
Grantee:

    
       

      a.    All
conditional sales agreements, leases and use agreements of machinery, equipment
and other personal property of Grantor in the categories hereinabove set forth
under which Grantor is the purchaser or lessee of, or entitled to use, such
items, and Grantor agrees to execute and deliver to Grantee specific separate
assignments thereof to Grantee upon terms satisfactory to Grantee, when
requested by Grantee; and nothing herein shall obligate Grantee to perform any
obligations of Grantor under such leases or agreements, unless it so chooses,
which obligations Grantor hereby covenants and agrees to perform well and
punctually.  If the lien of this Mortgage on any fixtures or personal
property be subject to a conditional sales agreement or chattel mortgage or
lease covering such property, then all the right, title and interest of the
Grantor in and to any and all deposits made thereon or therefor are hereby
assigned to Grantee, together with the benefit of any payments now or hereafter
made thereon.

    

    

      b.    All
leases and tenancies of the Premises and all Grantor's rights and interests as
the lessor or landlord under any and all written or oral such leases and
tenancies, whether such leases or tenancies now exist or are hereafter created,
including rents, profits, revenues, royalties, bonuses, rights and benefits
under any and all leases or tenancies now existing or hereafter created of the
Premises or any part thereof, with the right to receive and apply the same to
said indebtedness, and Grantee may demand, sue for and recover such payments,
but shall not be required to do so; provided, however, that so long as Grantor
is not in default hereunder, the right to receive and retain such rents, issues
and profits is reserved to Grantor.  To carry out the foregoing,
Grantor agrees (1) to execute and deliver to Grantee such conditional
assignments of leases and rents applicable to the mortgaged Premises as the
Grantee may from time to time request, while this mortgage and the debt secured
hereby are outstanding, which assignments shall be upon terms satisfactory to
Grantee, and further (2) not to anticipate or collect any of the rentals or
income under any such leases or tenancies more than thirty (30) days in advance
of the time the same shall become due, and not to cancel, accept a surrender of,
reduce any rentals under, or modify any such leases or tenancies, or consent to
an assignment or subletting thereof, in whole or in part, without Grantee's
prior written consent.  Nothing herein shall obligate the Grantee to
perform the duties of the Grantor as landlord or lessor under any such leases or
tenancies, which duties Grantor hereby covenants and agrees to perform well and
punctually.

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      c.    All
judgments, awards of damages and settlements hereafter made as a result or in
lieu of any taking of the Premises or any interest thereon or part thereof under
the power of eminent domain, or for any damage (whether caused by such taking,
any casualty or otherwise) to the Premises or the improvements thereon or any
part thereof, including any award for change of grade of
streets.  Grantee may apply all such sums or any part thereof so
received on the indebtedness secured hereby in such manner as it elects or, at
its option, the entire amount or any part thereof so received may be
released.  Grantor hereby irrevocably authorizes and appoints Grantee
its attorney-in-fact to collect and receive any such judgments, awards and
settlements from the authorities or entities making the same, to appear in any
proceeding therefor, to give receipts and acquittances therefor, and to apply
the same to payment on account of the Obligations secured hereby, whether then
matured or not; and the Grantor will execute and deliver to the Grantee on
demand such assignments and other instruments as the Grantee may require for
said purposes and will reimburse the Grantee for its cost (including reasonable
counsel fees) in the collection of such judgments and
settlements.

    

     

    
      d.    All fees,
charges, accounts or other payment for the use or occupancy of rooms and other
public facilities in hotels, motels or other lodging
facilities.

    

     

    Receipt of rents, awards, and any other
moneys or evidences thereof, pursuant to the provisions of the foregoing
paragraphs a., b., c., or d., or pursuant to any other terms or provisions of
this Mortgage, and any disposition of the same by Grantee shall not constitute a
waiver of the right of foreclosure by Grantee in the event of default or failure
of performance by Grantor hereunder, whether such receipt or disposition shall
occur before or after the commencement of such foreclosure.

    


    TO HAVE AND TO HOLD all the
aforegranted and bargained Premises, property, leases, tenancies, rents and
property income, contract rights, other rights, awards, intangibles, and other
personal property, with all the privileges and rights appurtenant thereto
(hereinafter referred to collectively as the "Security"), to Grantee, its
successors and assigns, to its and their use and behoof forever; PROVIDED
NEVERTHELESS, that if Grantor pays to Grantee and fully performs all of the
Obligations, in accordance with all the terms and conditions of this Mortgage
and the Loan Documents, then this Mortgage, shall be void, but otherwise shall
remain in full force.

    


    The term "Obligations" shall mean any
and all liabilities, obligations, and indebtedness of Grantor to Grantee
presently existing or hereafter arising, and whether evidenced by a writing or
not and including, without limitation, obligations to pay principal, interest,
costs, fees, or other charges, all obligations of Grantor to Grantee, if any, as
guarantor, endorser, accommodation party or surety for the obligations of any
Principal Debtor (described below), to Grantee, and any and all other
obligations of performance or forbearance, all as required or regulated by
applicable Loan Documents.  The term "Loan Documents" shall mean this
Mortgage and any other instrument, document or agreement evidencing, securing,
or governing the Obligations, whether now existing or hereafter arising,
including without limitation, the documents listed below, as each such document
may be amended, extended, renewed or replaced by a written instrument executed
by the applicable parties:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              A.

            	
              Commercial
      Note from Grantor to Grantee dated February 13, 2009, in the original
      principal amount of $2,160,000.00.

            


    

    


    The term Loan Documents shall also
include, without limitation, any promissory note, line of credit agreement,
guaranty, letter of credit reimbursement agreement or other document, executed
by Grantor either on or about the date hereof or in the future which states that
it is or is intended to be secured by this Mortgage, including those to be
secured as a future obligation pursuant to paragraph 8 below.

    


    Grantor covenants and agrees with
Grantee as follows:

    


    1.           Estate of Grantor; Warranty
Covenant.  Grantor is lawfully seized of an indefeasible estate
in fee simple in the Premises, free from encumbrances, except as may
specifically be noted herein, or in Schedule A attached hereto, and Grantor has
good right and power, and is duly authorized, to convey the Security to Grantee
to hold as aforesaid.  Grantor shall and will Warrant and Defend the
Security to Grantee forever against the claims and demands of all persons,
except as aforesaid.

    


    2.           Payment of Secured
Amounts.  Grantor shall pay all sums secured hereby when due
and shall perform all Obligations as required by the applicable Loan
Documents.

    


    3.           Payment of Encumbrances on the
Security.  Grantor shall pay, when due, all taxes and
assessments of every type or nature, and any claim, lien or encumbrance which
may be or may become prior to this Mortgage, made, placed, levied or assessed
against the Security, or any portion thereof.

    


    4.           Insurance.  Grantor
shall keep the Premises insured against loss or damage by fire, the perils
against which insurance is afforded by the Extended Coverage Endorsement, and
such other risks and perils as Grantee in its discretion may require from time
to time, including, without limitation, insurance against flood damage and
business interruption.  The policy or policies of such insurance shall
be in such form, shall contain such terms and provisions, and shall be in such
amounts as Grantee may require, shall be issued by a company or companies
approved by Grantee, and shall name Grantee as mortgagee with loss payable to
Grantee, and shall, at the request of Grantee, provide for payment of the full
replacement value of the Premises in lieu of a specified sum, which replacement
value insurance shall be in an amount at all times sufficient to keep Grantor
from becoming a co-insurer, which may be evidenced by any agreed amount or
similar affirmative statement from any insurer.  Such policy or
policies of insurance shall be delivered to Grantee by
Grantor.  Grantor shall also maintain comprehensive general public
liability insurance for personal injury and property damage, with contractual
liability endorsement, in such amounts as Grantee may reasonably require from
time to time; Grantor shall deliver the policies providing such public liability
insurance for personal injury and property damage to the Grantee to be held by
the Grantee, except that certificates of insurance, addressed to the Grantee,
satisfactory in form and content to Grantee, evidencing such public liability
insurance for personal injury and property damage may be delivered to the
Grantee in lieu of the policies therefor, provided that a copy of the underlying
policy is also delivered to the Grantee; the policies for such public liability,
personal injury and property damage insurance shall name Grantee as an
additional insured and shall be carried with such companies and shall contain
such other terms and conditions as shall be satisfactory to Grantee, including
an obligation upon any such insurer to notify Grantee of any cancellation of any
such insurance coverage in advance thereof.  Any and all amounts
received by Grantee as payee under any of such policies may be applied by
Grantee to the indebtedness secured hereby in such manner as Grantee may, in its
sole discretion, elect, or, at the option of Grantee, the entire amount so
received or any part thereof may be released to Grantor.  Upon
foreclosure of this Mortgage or other acquisition of the Premises or any part
thereof by Grantee, such policies naming Grantee as payee shall become the
absolute property of Grantee, but receipt of any insurance proceeds and any
disposition of the same by Grantee shall not constitute a waiver of any rights
of Grantee, statutory or otherwise, and specifically shall not constitute a
waiver of the right of foreclosure by Grantee in the event of default or failure
of performance by Grantor of any covenant or agreement contained herein or in
any note secured hereby.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5.           Condition and Use of
Premises.  Grantor (i) shall neither remove, demolish nor alter
the design or structural character of any building or structure now or hereafter
erected upon the Premises, other than such construction approved by Grantee,
unless the Grantee shall first consent thereto in writing; (ii) shall maintain
the Premises in good condition and repair; (iii) shall not commit or suffer
waste of any Security; (iv) shall comply with all laws, ordinances, regulations,
covenants, conditions and restrictions affecting the ownership, use and
operation of the Security and shall not commit, suffer, or permit any violation
thereof.

    


    6.           Grantee's Right to Pay Certain
Expenses.  If Grantor fails to defend diligently against, or
pay, any claim, lien or encumbrance which is alleged to be prior to this
Mortgage, or to defend diligently against, or pay, any tax or assessment or
insurance premium when due, to keep the Premises in repair, or if the Grantor
commits or permits waste of any Security, or if there be commenced any action or
proceeding affecting this Mortgage or the debt secured hereby, the Security or
the title thereto, or pertaining to any other mortgage or lien on the Security
mortgaged hereby or any indebtedness secured thereby, then Grantee, at its
option, may pay said claim, lien, encumbrance, tax, assessment or premium, with
right of subrogation thereunder, may make such repairs and take such steps as it
deems advisable to prevent or cure such waste, and with respect to any such
action or proceeding, Grantee may appear in the action or proceeding, retain
counsel therein at the expense of Grantor, and take such action therein as
Grantee deems reasonably advisable, and for any one or more of the above
purposes Grantee may advance such sums of money as it deems
necessary.  Grantee shall have no responsibility with respect to the
legality, validity or priority of any such claim, lien, encumbrance, tax,
assessment, premium, action or proceeding, or with respect to the amount it
deems necessary to be paid in satisfaction thereof, so long as it acts
reasonably.  Grantor shall pay to Grantee, immediately upon demand
therefor, all sums of money advanced or expended by Grantee pursuant to this
paragraph, and all fees and charges (including reasonable attorney's fees)
incurred by the Grantee incident to the loan(s) secured by this Mortgage,
incident to the continued assurance of the security represented by this
Mortgage, or incident to the enforcement of the obligations of the Grantor under
this Mortgage, including without limitation all costs and expenses incurred by
Grantee in foreclosure proceedings hereunder in the event that the Grantor
obtains redemption after such proceedings have been initiated, together with
interest on all such advancements, fees and charges, at the highest rate of
interest per annum (including any default interest rate) required by any of the
Loan Documents secured hereby; and all such sums advanced, and the interest
thereon, shall be secured hereby.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    7.           Default, Possession, Appointment of a
Receiver, and Certain Other Default Remedies.  The occurrence
of any one or more of the following events shall constitute a default hereunder:
(a) the insolvency of the Grantor or any Principal Debtor, or (b) the making of
any assignment for the benefit of creditors of the Grantor or any Principal
Debtor, or (c) the issuance or filing of any attachment, levy, or other judicial
process on or against any of the Grantor's or any Principal Debtor's assets; or
(d) the appointment of a receiver, trustee or custodian for all or any portion
of the property of the Grantor or any Principal Debtor; or (e) the commencement
of any proceedings under any state or federal bankruptcy or insolvency law or
under laws for relief of debtors, by or against the Grantor or any Principal
Debtor; or (f) the occurrence of such a change in the condition or affairs
(financial or otherwise) of the Grantor or any Principal Debtor as, the opinion
of the Grantee, materially impairs the Security (if any) or the prospect of
repayment of any amounts outstanding hereunder; or (g) the death, incompetence,
dissolution, business failure (which term includes, without limitation, the
cessation of normal business operations) or termination of existence of the
Grantor or any Principal Debtor; or (h) the failure of the Grantor or any
Principal Debtor to pay their respective debts as they mature; or (i) any
representation or statement made or furnished to Grantee by or on behalf of
Grantor or any Principal Debtor is false or misleading in any material respect;
or (j) any default in the payment of any sums due under said Obligations when
due, or default by the Grantor or any Principal Debtor in performance of any
other Obligations under this Mortgage; or (k) default beyond any applicable cure
period in the payment, satisfaction or performance by the Grantor or any
Principal Debtor of any condition or obligation under any of the Loan Documents
or under any documents executed in connection with any other obligations or
liabilities of Grantor or any Principal Debtor to Grantee.  At any
time after a default has occurred:

    
       

      a.    Grantee
is authorized at any time, without notice, in its sole discretion, to enter upon
and take possession of the Premises or any part thereof, and to perform any acts
Grantee deems necessary or proper to conserve the Security, and whether or not
entry is made and possession is taken as aforesaid, to demand, collect and
receive all rents, issues and profits thereof, including past due amounts as
well as those presently or thereafter accruing.  Grantee shall (after
payment of all costs and expenses incurred in connection therewith) have the
right, to the fullest extent permitted by law, but shall not be obliged, to
apply such rents, issues and profits received by it to any amounts secured
hereby, in such order as Grantee determines.  Grantee shall be liable
to account only for such rents, issues and profits actually received by Grantee;
and

    

     

    
      b.    Grantee
shall be entitled to have a receiver appointed to enter and take possession of
the Premises, collect the rents and profits therefrom and apply the same as the
court may direct; and

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    

      c.    Grantee
or the receiver may also take possession of, and for these purposes use, any and
all personal property contained in the Premises and used by Grantor in the
rental or leasing thereof or any part thereof.

    

    

      d.    Grantee
may cure any default for the account of Grantor, and, to the fullest extent
permissible under law, Grantee may apply any funds credited by or due from
Grantee to Grantor against the same (without any obligation first to enforce any
other rights of the Grantee, including, without limitation, any rights under
said Obligations or Loan Documents secured hereby or this Mortgage, or any
guarantee thereof, and without prejudice to any such rights).  Without
limiting the generality of the foregoing, Grantor hereby authorizes Grantee to
pay all taxes, sewer use fees, water rates and assessments, with interest, costs
and charges accrued thereon, which may at any time be a lien upon the Security,
or any part thereof; to pay the premiums for any insurance required hereunder;
to incur and pay reasonable expenses in protecting its rights hereunder and the
security hereby granted; to pay any balance due under any security agreement on
any fixtures and equipment included as a part of the collateral; and the payment
of all amounts so incurred shall be secured hereby as fully and effectually as
any other Obligation secured hereby and shall bear interest until paid at the
highest applicable rate of interest then payable under the terms of any of the
Loan Documents secured hereby.  To the fullest extent permissible
under law, Grantee may apply to any of these purposes or to the repayment of any
amounts so paid by Grantee any sums paid on any of the Obligations or this
Mortgage by Grantor as interest or otherwise.

    

     

    
      e.    Grantee
shall also have such rights and remedies as may be given to Grantee in said Loan
Documents, including but not limited to, the right to enter the mortgaged
premises before and after any default by Grantor, make inspections, complete or
cause to be completed construction thereon and to make the same tenantable or
habitable for human occupancy under requirements of all laws and ordinances and
the right to expend the balance of loan proceeds and additional sums, necessary
in the judgment of Grantee, in order to complete such construction and make the
same tenantable or habitable as aforesaid; all such additional sums so expended,
with interest thereon at the highest rate of interest per annum that is required
by any of the Loan Documents, shall be fully secured hereby as necessary to
protect the security of this Mortgage.

    

     

    All expenses (including receiver's
fees, counsel fees, costs and agent's compensation) incurred pursuant to the
powers contained in this paragraph 7 shall be secured hereby.  Grantor
agrees that exercise of such powers and disposition of funds pursuant to this
paragraph 7 shall not constitute a waiver of any foreclosure once commenced nor
preclude the later commencement of foreclosure for breach hereof.  The
right to enter and take possession of said property, to manage and operate the
same, and to collect the rents, issues and profits thereof, whether by a
receiver or otherwise, shall be cumulative to any other right or remedy
hereunder or afforded by law, and may be exercised concurrently therewith or
independent thereof.  Grantor agrees that any proceeds of the Security
received by Grantee, including but not limited to foreclosure sale proceeds,
insurance proceeds and condemnation proceeds may be applied by Grantee, whether
or not there is a default hereunder, to any one or more of the Obligations
secured hereby, regardless of whether any of such Obligations are matured or
unmatured, as the Grantee may, in its sole discretion, determine.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    8.           Further Advances by Grantee and
Future Obligations of Grantor.  Upon request of Grantor,
Grantee may from time to time, at its sole option, make further advances to
Grantor to be secured hereby and Grantor and Grantee may, at their option, enter
into additional Loan Documents to be secured hereby with respect to existing or
future Obligations of Grantor to Grantee, provided, however, that the total
principal of the Obligations secured hereby and remaining unpaid, including any
such advances and future Obligations but excluding protective advances, shall
not at any time exceed the sum of Two Million Five Hundred Thousand Dollars
($2,500,000.00).  Grantor shall execute and deliver to Grantee a note
or other agreement evidencing each and every such further advance or future
Obligations, which Loan Documents shall contain such terms and conditions as
Grantee may require.  Grantor shall pay when due all such further
advances and future Obligations with interest and other charges thereon, as
applicable, and the same, and each of the Loan Documents evidencing the same,
shall be secured hereby.  All provisions of this Mortgage shall apply
to each further advance as well as to all other indebtedness secured
hereby.  Nothing herein contained, however, shall limit the amount
secured by this Mortgage if such amount is increased by advances made by Grantee
to protect or preserve the Security, as herein elsewhere provided.  If
this Mortgage secures a Guaranty from Grantor to Grantee with respect to the
obligations or liabilities of the Principal Debtor to Grantee which include
future obligations or liabilities in an unlimited amount (an "Unlimited
Guaranty"), nothing contained in this paragraph shall be deemed to limit the
amount of the Principal Debtor's obligations guaranteed by the Unlimited
Guaranty and this Mortgage shall secure all Grantor's obligations pursuant to
said Unlimited Guaranty up to the limit of $2,500,000.00.  The word
"Grantor" as used in this paragraph includes any successor to the Grantor in
ownership of the Premises.

    


    9.           Delay in Exercise of
Rights.  No delay of Grantee in exercising any right or remedy
hereunder, or otherwise afforded by law, shall operate as a waiver thereof or
preclude the exercise thereof during the continuance of any default
hereunder.

    


    10.         Grantee's
Rights.  Without affecting the liability of Grantor or any
other person (except any person expressly released in writing by Grantee) for
payment of any indebtedness secured hereby or for performance of any obligation
contained herein, and without affecting the rights of Grantee with respect to
any security not expressly released in writing.  Grantee may at any
time and from time to time, either before or after the maturity of said note and
without notice or consent:

    


    
      	
            	
              a.

            	
              Release
      any person liable for payment of all or any part of the indebtedness or
      for performance of any obligation.

            


    

    


    
      	
            	
              b.

            	
              Make
      any agreement extending the time or otherwise altering the terms of
      payment of all or any part of the indebtedness, or modifying or waiving
      any obligation, or subordinating, modifying or otherwise dealing with the
      lien or charge hereof.

            


    

    


    
      	
            	
              c.

            	
              Exercise
      or refrain from exercising or waive any right Grantee may
      have.

            


    

    


    
      	
            	
              d.

            	
              Accept
      additional security of any kind.

            


    

    


    
      	
            	
              e.

            	
              Release
      or otherwise deal with any property, real or personal, securing the
      indebtedness, including all or any part of the Security mortgaged
      hereby.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    11.           Primacy of Mortgage
Lien.  All rights of the Grantee under any agreement hereafter
made by Grantor and Grantee pursuant to this Mortgage shall be superior to the
rights of the holder of any intervening lien or encumbrance on any Security, to
the extent allowed by law.

    


    12.           Maintenance; Construction on the
Premises.  Grantor shall maintain and preserve in good order
and repair the parking areas, common areas, passageways and drives, now or
hereafter existing on the mortgaged Premises.  No building or other
structure shall be erected upon the Premises, nor shall any new building or any
addition to an existing building be erected thereon, without the prior written
consent of Grantee.

    


    13.           Bankruptcy and Related
Matters.  Grantee, at its option, may accelerate the maturity
of the indebtedness secured by this Mortgage, and may exercise any one or more
default remedies, including foreclosure of this Mortgage (a) in the event any
owner of the mortgaged Premises during the period of such ownership shall make
an assignment for the benefit of creditors, file a petition in bankruptcy,
petition or apply to any tribunal for the appointment of a custodian, receiver
or trustee for itself or for any substantial part of its assets, or shall
commence any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect; or (b) if there shall have
been filed any such petition or application, or any such proceeding shall have
been commenced against such owner, in which an order for relief is entered or
which remains undismissed for a period of thirty days or more; or (c) if such
owner by any act or omission shall indicate its consent to, approval of or
acquiescence in any such petition, application or proceeding or order for relief
or the appointment of a custodian, receiver or trustee for itself or for any
substantial part of any of its properties, or shall suffer any such
custodianship, receivership or trusteeship to continue undischarged for a period
of thirty days or more.

    


    14.           Security Interest; Notice;
Remedies.  The Grantor further covenants and agrees that this
Mortgage shall constitute a security agreement with respect to any and all
machinery, equipment, chattels, articles of personal property, receivables,
contract rights, awards, and fixtures described and included in this Mortgage,
including all leases and tenancies assigned hereby, and all rental and other
income therefrom, and all additions, accessions, substitutions and replacements
thereto and therefor, and all proceeds thereof, all of which are included in the
Security, but are sometimes hereinafter referred to separately as the
"Collateral", and Grantor hereby grants and conveys to Grantee, its successors
and assigns, a security interest therein.  This Mortgage shall be
effective as a financing statement filed as a fixture filing with respect to all
Collateral.  Grantor agrees to execute, deliver and bear the expenses
of such financing and continuation statements and such other instruments as
Grantee may reasonably require to maintain its priority of security in the
Collateral from time to time.  Should Grantor default in any term,
condition or covenant of this Mortgage, then, upon acceleration of the
indebtedness secured hereby, the Grantee may, at its discretion, require the
Grantor to assemble the Collateral and make it available to the Grantee at a
place reasonably convenient to both parties to be designated by the
Grantee.  The Grantee shall give the Grantor notice, by registered
mail, postage prepaid, of the time and place of any public sale of any of the
collateral or of the time of any private sale or other intended disposition
thereof; which notice is to be sent to the Grantor at least five (5) days before
the time of the sale or other disposition, which provisions for notice the
Grantor and Grantee agree are reasonable; provided, however, that nothing herein
shall preclude the Grantee from proceeding as to both real and personal property
in accordance with Grantee's rights and remedies in respect of the
Security.  Grantee shall have all of the remedies of a secured party
under the Uniform Commercial Code as now in effect in the State of Maine, and
such further remedies as may from time to time hereafter be provided in Maine
for a secured party.  Grantor agrees that all rights of Grantee as to
said Security, and as to all appurtenances thereto, may be exercised together or
separately, and further agrees that in exercising its power of sale as to said
Security, and rights and interests appurtenant thereto, the Grantee may sell the
Collateral or any part thereof, either separately from or together with the said
Premises, all appurtenances thereto, or any part thereof, all as the Grantee may
in its discretion elect.  This Mortgage is a construction mortgage
within the meaning of the Maine Uniform Commercial Code, particularly Section
9-313 of Article 9 thereof, and shall have the priority and all other benefits
given to a construction mortgage by said Code as it may now exist and as it may
hereafter be amended.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    15.           Certain Terms of Foreclosure
Sale.  At any foreclosure sale, any combination, or all, of the
Security given to secure the indebtedness secured hereby, may be offered for
sale for a single price, and the proceeds of such sale may be accounted for in
one account without distinction between the items of security and without
assigning to them any proportion of such proceeds, Grantor hereby waiving the
application of any doctrine of marshalling; and, in case the Grantee, in the
exercise of the power of sale herein given, elects to sell in parts or parcels,
such sales may be held from time to time, and the power shall not be fully
executed until all of the Security not previously sold shall have been
sold.

    


    16.           Financial Records of the
Premises.  Grantor shall maintain full and correct books and
records showing in detail the earnings and expenses of the Security; will permit
the Grantee and its representatives to examine said books and records and all
supporting vouchers and data at reasonable times upon request by the Grantee at
the principal office of Grantor or at the mortgaged Premises, and Grantor hereby
agrees to furnish to Grantee within one hundred twenty (120) days after the
close of each fiscal year an annual financial statement of the operation of the
Security reflecting income (including sources thereof) and expenses, such
statement to be prepared by a certified accountant or other competent party
satisfactory to Grantee.

    


    17.           Statement of Balances and
Defenses.  Within seven (7) days after a request made in
person, or within ten (10) days after a request made by mail, Grantor shall
furnish a duly acknowledged written statement to Grantee, setting forth the
amount of the debt secured by this Mortgage, and stating either that no offsets
or defenses exist against the mortgage debt, or, if such offsets or defenses are
alleged to exist, the nature thereof.

    


    18.           Grandfathered
Uses.  If at any time the then existing use or occupancy of the
mortgaged Premises shall, pursuant to any zoning or other law, ordinance or
regulation, be permitted only so long as such use or occupancy shall continue,
that Grantor shall not cause or permit such use or occupancy to be discontinued
without the prior written consent of the Grantee.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    19.           Loan
Agreement.  Grantor shall well and truly perform, or cause to
be performed, in a punctual manner, all the terms, conditions and agreements
that are the obligation of Grantor contained in the Loan Agreement of even date
herewith between Grantor and Grantee.

    


    20.           Escrow for Taxes and
Insurance.  Grantor shall, upon written request therefor by
Grantee to Grantor, which request may be withdrawn and remade from time to time
at the discretion of Grantee, pay to Grantee on a monthly basis as hereafter set
forth a sum equal to the municipal and other governmental real estate taxes,
other assessments next due on the real property described in this Mortgage and
all premiums next due for fire and other casualty insurance required of Grantor
hereunder, less all sums already paid therefor, divided by the number of months
to elapse not less than one (1) month prior to the date when said taxes and
assessments will become delinquent and when such premiums will become
due.  Such sums as estimated by Grantee shall be paid with monthly
payments of interest due pursuant to the terms of the indebtedness secured by
this Mortgage and such sums shall be held at no interest by Grantee to pay said
taxes, assessments and premiums before the same become
delinquent.  Grantor agrees that should there be insufficient funds so
deposited with Grantee for said taxes, assessments and premiums when due, it
will upon demand by Grantee promptly pay to Grantee amounts necessary to make
such payments in full; any surplus funds may be applied toward the payment of
the indebtedness secured by this mortgage or credited toward future such taxes,
assessments and premiums; if Grantee shall have commenced foreclosure
proceedings, the Grantee may apply such funds toward the payment of the mortgage
indebtedness without causing thereby a waiver of any rights, statutory or
otherwise, and specifically such application shall not constitute a waiver of
the right of foreclosure hereunder.  Grantor hereby assigns to Grantee
all the foregoing sums so held hereunder for such purposes.

    


    21.           Financial
Statements.  In addition to the financial statements required
of Grantor under paragraph 16 hereof, Grantor hereby covenants and agrees to
deliver or cause to be delivered to Grantee, the financial statements and tax
returns required under the terms of the Loan Agreement of even date
herewith.

    


    22.           Leases and
Tenancies.  Grantor shall submit to the Grantee for Grantee's
examination and approval in writing prior to the execution, delivery and
commencement thereof, all leases, tenancies and occupancies of the Premises
mortgaged hereby and any part thereof; any such leases, tenancies and
occupancies, not so approved, shall not be valid; and Grantor at its cost and
expense, upon request of Grantee, shall cause any parties in possession of the
premises under any such leases, tenancies and occupancies, not so approved, to
vacate the premises immediately; and Grantor acknowledges that Grantee may from
time to time at its option enter upon the mortgaged Premises and take any other
action in court or otherwise to cause such parties to vacate the Premises; the
costs and expenses of Grantee in so doing shall be paid by Grantor to Grantee on
demand thereof and shall be part of the Obligations secured by this Mortgage as
costs and expenses incurred to preserve and protect the security; such rights of
Grantee shall be in addition to all its other rights as Mortgagee, including the
right of foreclosure, for breach by Grantor in the requirements of this
paragraph.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    23.           Sale or Encumbrance of the
Premises  It is an additional condition of this Mortgage, for
breach of which foreclosure may be claimed, and for breach of which all
indebtedness secured hereby may be declared due and payable at once, that,
without Grantee's prior written consent, neither the Grantor nor any subsequent
owner of the Premises mortgaged hereby shall convey, mortgage, sell, contract to
sell or otherwise transfer or encumber the title, ownership, right of
possession, or any other interest in the mortgaged Premises, or in any part
thereof, nor shall any interest in said Premises pass from Grantor or from any
subsequent owner, either voluntarily, involuntarily, by operation of law or
otherwise.  The conditions of this paragraph shall continue until all
indebtedness and obligations secured hereby are satisfied.  Permission
given or election not to foreclose or accelerate said indebtedness made by
Grantee, its successors or assigns, as to any one such event, shall not
constitute a waiver of any rights of Grantee, its successors or assigns, as to
any subsequent such event, as to which this condition shall remain in full force
and effect.  The title as used herein shall
mean the estate of the Grantor subject to the lien of this
Mortgage.  Any change in the legal or equitable title of the Premises
or in the beneficial ownership of the Premises, whether or not of record, and
whether or not for consideration or sale or other disposition of the stock of,
or general partnership interest in, Grantor, if Grantor is a corporation or a
partnership, shall be deemed a sale of the Premises and without the prior
written consent of Grantee shall constitute a default herein by
Grantor.

    


    24.           Hazardous
Substances.

     

    
      a.    Grantor
covenants that it has not discharged, dumped, installed, stored, used, treated,
transported, disposed or maintained, and shall neither discharge, dump, install,
store, use, treat, transport, dispose or maintain, nor allow, suffer or permit
others to discard, dump, install, store, use, treat, transport, dispose or
maintain toxic, hazardous, or radioactive substances, materials or wastes,
including, without limitation, all of the following: (a) asbestos in any form;
(b) urea formaldehyde foam insulation; (c) transformers or other equipment which
contain dielectric fluid containing any level of polychlorinated biphenyls or
(d) any other chemical, material or substance which is prohibited, limited, or
regulated by any federal, state, county, regional, local, or other governmental
authority or which, even if not so regulated, may or could pose a hazard to the
health and safety of the occupants of the Premises or the owners of property
adjacent to the Premises (all of which are referred to collectively herein as
"Hazardous Substances"), in or on the mortgaged Premises; Grantor further
covenants that the Premises do not contain, and Grantor shall not permit the
Premises to contain, any Hazardous Substances, and that the Premises are not now
being used and never have been used for any activities directly or indirectly
involving the use, generation, treatment, storage, transportation or disposal of
any Hazardous Substances, and that neither the Premises nor the Grantor is the
subject of any existing, pending or threatened investigation or inquiry by, or
of any remedial order or obligation issued by or at the behest of, any
governmental authority under any law, rule or regulation pertaining to health or
the environment.  Grantor shall at all times keep the Premises free
from any Hazardous Substances.  If Grantor fails to take with
diligence any action required by Grantee or by any governmental entity with
respect to the clean-up of any Hazardous Substances, materials or wastes on the
Premises, Grantee, at its option, may enter upon the Premises, retain such
experts and consultants at the expense of Grantor and take such action as
Grantee deems advisable, and Grantee may advance such sums of money as it deems
necessary with respect to the clean-up of any such substances, materials or
wastes on the Premises;  Grantor shall pay to Grantee immediately and
upon demand, all sums of money advanced or expended by Grantee pursuant to this
paragraph, together with interest on each such advancement at the highest rate
of interest per annum (including any default interest rate) required by any of
the Loan Documents secured hereby, and all such sums, and the interest thereon,
shall be secured hereby, as sums spent to preserve and protect the
Security.

    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      b.    The
Grantor shall indemnify the Grantee and hold the Grantee harmless from and
against all loss, damage, and expense (including, without limitation, attorney
fees and costs incurred in the investigation, defense, and settlement of claims)
that the Grantee may incur as a result of or in connection with the assertion
against the Grantee of any claim relating directly or indirectly, in whole or in
part, to the presence of or removal of any Hazardous Substances, or relating to
any activity on or off the Premises, whether prior to or during the term of this
loan, and whether such activity was carried on by the Grantor or any predecessor
in title or any employees, agents, contractors, or third parties, if such
activity involved Hazardous Substances, in whole or in part, directly or
indirectly, or noncompliance with any federal, state or local laws, regulations,
or orders relating thereto.

    

    

      c.    The
Grantor shall promptly notify the Grantee in writing of any order or pending or
threatened action by any regulatory agency or other governmental body, or any
claims made by any third party, relating to Hazardous Substances on or emanating
from the Premises, and shall promptly furnish the Grantee with copies of any
correspondence and legal pleadings in connection
therewith.

    

     

    
      d.    The
Grantee shall have the right, but shall not be obligated, to notify any state,
federal or local governmental authority of information which may come to its
attention with respect to Hazardous Substances on or emanating from the Premises
and Grantor irrevocably releases Grantee from any claims of loss, damage,
liability, expense or injury relating to or arising from, directly or
indirectly, any such disclosure, but Grantee does not hereby release Grantor
from any claims, loss, damage, expense, injury, or any other matter in
connection therewith, all of which claims, loss, damage, expense, injury and
other matters of Grantee are hereby expressly reserved and
preserved.

    

     

    
      e.    At any
time during the term of this loan the Grantee may require the Grantor to provide
the Grantee, at the expense of the Grantor, written reports of inspections or
audits of the Premises, prepared by a qualified consultant approved by Grantee,
certifying as to the presence or absence of Hazardous Substances, or to permit
the Grantee to so inspect or audit the Premises at the Grantor's expense, and
Grantor hereby grants Grantee, its employees, agents and independent
contractors, the right to enter upon the Premises for the purpose of conducting
tests, soil borings, the installation of monitoring wells and such other tests
as Grantee deems necessary or desirable.

    

    
       

      f.    The
liability of the Grantor to the Grantee under the covenants of this section is
not limited by any exculpatory provision in any Loan Document and shall survive
any assignment, transfer, discharge or foreclosure of this Mortgage or any
transfer of the Premises by deed in lieu of foreclosure, and any one or more
transfers of the Premises by deed or otherwise, by whomsoever made, it being the
intent hereof that Grantee may seek recourse against Grantor hereunder after any
number of such transfers or other events.

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    25.           Condominium or Development of
Premises.  Grantor further covenants and agrees that, without
the prior written consent of Grantee herein, no part of the Premises herein
mortgaged shall be declared, or become the subject of, a condominium under the
Maine Condominium Act, as it may be amended or supplemented, or become the
subject of any covenants or restrictions, or any planned unit development, or
any other type of development that would control or restrict the uses to which
the Premises may be put or the scheme or arrangement of its development or the
design, location or character of its buildings or improvements, or which would
impose obligations or assessments of any type upon any owners or tenants of the
Premises, or upon any other parties who may use or enjoy the
Premises.

    


    26.           Effect of Consents and
Waivers.  No express or implied consent to, or waiver of, any
default of Grantor by Grantee shall be construed as a consent to, or waiver of,
any other default.  No consent to, or waiver of, any default, or any
other indulgence, shall be effective unless expressed in writing by
Grantee.  Grantor agrees for itself, its successors and assigns, that
the acceptance, before the expiration of the right of redemption and after the
commencement of foreclosure proceedings of this Mortgage, of insurance proceeds,
eminent domain awards, rents or anything else of value to be applied on or to
the mortgage indebtedness by Grantee or any person or party holding under it
shall not constitute a waiver of such foreclosure, and this agreement by Grantor
shall be that agreement referred to in Section 6204 of Title 14 of the Maine
Revised Statutes of 1964 as necessary to prevent such waiver of
foreclosure.  This agreement by Grantor is intended to apply to the
acceptance and such application of any such proceeds, awards, rents and other
sums or anything else of value whether the same shall be accepted from, or for
the account of, Grantor or from any other source whatsoever by Grantee or by any
person or party holding under Grantee at any time or times in the future while
any of the Obligations secured hereby shall remain outstanding.

    


    27.           Indemnification.  The
Grantor shall indemnify, defend, and hold the Grantee harmless of and from any
claim brought or threatened against the Grantee by the Grantor, by any guarantor
or endorser of the indebtedness secured hereby, or by any other person (as well
as from attorneys' reasonable fees and expenses in connection therewith) on
account of the Security or any Loan Document, including, without limitation, on
account of the Grantee's relationship with the Grantor or any other such
guarantor or endorser (each of which claims may be defended, compromised,
settled, or pursued by the Grantee with counsel of the Grantee's selection, but
at the expense of the Grantor.  The within indemnification shall
survive payment and performance of this Mortgage and any termination, release,
or discharge executed by the Grantee in favor of the Grantor.

    


    28.           Prior and Junior
Liens.  If any portion of the Premises or the Security shall at
any time be subject to any mortgage, security interest, lien or encumbrance
whether prior to this Mortgage ( a "Prior Lien") or junior in priority to this
Mortgage (a "Junior Lien") the provisions of this paragraph shall
apply.  The existence of this paragraph shall not be deemed to imply
any consent or approval or agreement by Grantee to allow any Prior Lien or
Junior Lien upon any part of the Premises or the Security, or an exception to
the Grantor's covenants under paragraph 1 above or of the condition described in
paragraph 23 above.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      a.    Grantor
shall perform, or cause to be performed, when due, all obligations of the
Grantor in any document relating to or secured by any Prior Lien or any Junior
Lien, to perform all statutory or other conditions of said documents, and shall
pay or cause to be paid, when due, all indebtedness secured
thereby.  Grantor hereby agrees that a default in the terms of any
document relating to or secured by any Prior Lien or any Junior Lien, shall
constitute a default under this Mortgage.

    

    

      b.    If an
event of default shall have occurred under any document relating to or secured
by a Prior Lien, then in addition to any other rights and remedies available to
Grantee, Grantee may, but need not, make any payment or perform any act required
under any document relating to or secured by a Prior Lien, in any form and
manner deemed expedient by Grantee, and may, but need not, make full or partial
payments of principal or interest secured by any Prior Lien, and purchase,
discharge, compromise or settle the Prior Lien and/or the other documents
secured thereby, and in the event Grantee shall make any such payments to the
holder of the Prior Lien, Grantee shall be subrogated to all of the right,
title, interest and privilege which before said payment were vested in the
holder of such Prior Lien, as the case may be, and that upon such payment, this
Mortgage shall be, to the extent of payment so made, a valid lien subrogated as
aforesaid upon the Premises and/or the Security.

    

    

      c.    Notwithstanding
any other provisions in this Mortgage, if pursuant to any document relating to a
Prior Lien, insurance proceeds in respect of any damage or destruction or any
award or payment applicable to a taking by eminent domain is applied against any
obligation secured by any Prior Lien, as the case may be, Grantee may forthwith
demand payment in full of the Obligations secured hereby due and payable at any
time thereafter unless the Premises remaining after such taking or damage or
destruction is sufficient in Grantee's sole judgement to adequately secure the
payment of the Obligations secured hereby.

    

    

      d.    Grantor
shall not enter into any agreement by which the terms or conditions of any
document relating to any Prior Lien or any Junior Lien are waived, modified,
varied, extended or renewed without the prior written consent of Grantee and,
further, Grantor shall not enter into any agreement by which the terms of
payment of any indebtedness secured by Prior Lien or Junior Lien are waived,
modified, or deferred or delayed or increased or reduced in rate or amount
without the prior written consent of Grantee, and if any such action be taken by
written agreement or oral understanding, without the prior written consent of
Grantee, Grantee, at its option, may consider such event a default under this
Mortgage, entitling Grantee to exercise any and all default remedies hereunder
or otherwise available to it.

    

     

    29.           Further
Documentation.  Grantor shall at all times do and perform all
acts and things necessary or appropriate (or which Grantee may reasonably deem
necessary or appropriate) to effectuate more fully the purposes of this Mortgage
and the agreements set forth herein or in any other documents associated with
any indebtedness secured hereby, upon request therefor by
Grantee.  Grantor shall promptly execute and deliver to Grantee on
demand any further instruments or documentation which Grantee may reasonably
deem necessary or appropriate in order to create, maintain, perfect, ensure the
first priority of or otherwise effectuate any of Grantee's security interests,
mortgage interests, liens, rights or interests created or to be created in
connection with the debt secured hereby, including without limitation such
specific assignments of security, mortgages, UCC financing statements,
assignments, pledges, and other documents as Grantee shall
request.  Grantor shall perform any and all steps requested by Grantee
to perfect Grantee's security interest in the Collateral, such as placing and
maintaining signs, appointing custodians, executing and filing financing or
continuation statements in form and substance satisfactory to Grantee, and
delivering to Grantee any documents, chattel paper, instruments, drafts, notes,
and other forms of obligations owing to Grantor and in which Grantee has a
security interest, endorsed to the order of Grantee at Grantee's
request.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    30.           Captions.  The use
of paragraph headings in this document is for purposes of convenience only, and
no caption or paragraph heading shall affect in any way the interpretation,
meaning or construction of this document.

    


    Under the terms and provisions of one
or more of the Loan Documents which this Mortgage secures and under the terms
and provisions of any future or further advances secured hereby, the interest
rate payable thereunder may be variable.  THE PURPOSE OF THIS
PARAGRAPH IS TO PROVIDE RECORD NOTICE OF THE RIGHT OF GRANTEE, ITS SUCCESSORS
AND ASSIGNS, TO INCREASE OR DECREASE THE INTEREST RATE ON ANY INDEBTEDNESS
SECURED HEREBY WHERE THE TERMS AND PROVISIONS OF SUCH INDEBTEDNESS PROVIDE FOR A
VARIABLE INTEREST RATE.

    


    NOTWITHSTANDING any provision
hereinabove to the contrary, the Grantor acknowledges that one or more of the
Loan Documents which this Mortgage secures may be a demand obligation which
entitles the holder thereof after such date to make demand of the unpaid
principal balance thereof with interest thereon and any other charges described
hereinabove at any time and for any reason at the sole discretion of the holder
thereof.

    


    The covenants and agreements herein
contained shall bind, and the benefits and advantages thereof shall inure to,
the respective heirs, executors, administrators, successors and assigns of the
Grantor and Grantee.  Wherever used, the singular number shall include
the plural, the plural the singular, the use of any gender shall be applicable
to all genders.  If more than one party executes this Mortgage as a
Grantor, then the promises, obligations and liabilities of each such party to
Grantee hereunder shall be joint and several promises, obligations and
liabilities to Grantee, its successors and assigns.  This Mortgage
shall be governed in all respects in accordance with the laws of the State of
Maine.

    


    No determination that any obligation or
portion of this Mortgage and Security Agreement is invalid or unenforceable
under law shall affect in any way the validity or enforceability of any other
obligations or portions hereof.

    


    THIS MORTGAGE is on the STATUTORY
CONDITION and upon the further condition of full and seasonable compliance of
the Grantor with all of the preceding terms, conditions, covenants and
agreements, for any breach of which: (a) the Grantor shall be in default
hereunder, (b) the Grantee shall have the right of foreclosure and any and all
other rights and remedies given to a Mortgagee and Secured Party under the law
of Maine, this Mortgage and Security Agreement and any document it secures; and
(c) the Grantee and Grantee's successors and assigns shall also have THE
STATUTORY POWER OF SALE  pursuant to the applicable provisions of
Titles 14 and 33 of the Maine Revised Statutes of 1964, as said Statutes have
been and shall be amended, and in connection therewith, Grantor acknowledges
that this Mortgage is given primarily for a business, commercial or agricultural
purpose.  The parties herein agree that any sale conducted pursuant to
the Statutory Power of Sale may, at Grantee’s option, be conducted at or near
the premises, at Grantee’s principal place of business in the State of Maine, or
at any branch office of Grantee in York County, Maine.  The word
"Grantee" as used in this paragraph includes any successor to the Grantee in
ownership of this Mortgage.  No remedy herein conferred on the Grantee
is intended to be exclusive of any other remedy and each and every remedy shall
be cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing.  The failure to exercise any right or
remedy shall in no event be construed as a waiver or release
thereof.  Any failure by the Grantee to insist upon strict performance
by Grantor of any of the terms or provisions of this Mortgage shall not be
deemed to be a waiver of any terms or provisions of this Mortgage and the
Grantee shall have the right thereafter to insist upon strict performance by
Grantor of any and all of such terms and provisions.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the Grantor has
duly executed this instrument, under seal, this 13th day of
February 2009.

    


     

    
      	WITNESS: 	 	FLOTATION
      TECHNOLOGIES, INC.
	 	 	 
	 	 	By: /s/ David
      Capotosto                      
      
	 	 	
              David
      Capotosto

              Its
      President

            


    

     

    STATE OF
MAINE

    


    York,
ss.

    


    Upon this 13th day of February, 2009,
then before me personally appeared the above-named David Capotosto, President of
FLOTATION TECHNOLOGIES, INC., and acknowledged the foregoing instrument to be
his free act and deed and in his capacity of said corporation.

    


     

    
      	 	/s/
      David J.
      Jones                                         
      
	 	
              Attorney
      at Law

              David
      J. Jones

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    Schedule
A

     

    Two
certain lots or parcels of land, together with improvements thereon, situated in
Biddeford on the westerly side of Morin Street, Biddeford, York County, Maine
being more particularly bounded and described as follows:

    


    Parcel I

    


    BEGINNING at a found iron rod
located on the westerly sideline of Morin Street, said iron rod marking the
southeasterly corner of lot 9 and the northeasterly corner of Lot 8 as shown on
a "Plan of the Biddeford Industrial Park, Biddeford, Maine by Wells Engineering,
Inc.,” dated July 1, 1977, approved by the Biddeford Planning Board on July 1,
1977 and recorded with the York County Registry of Deeds in Plan Book 87, Page
37 (“1977 Plan”) and as shown on a plan entitled “Subdivision Amendment of Lots
8 & 9” prepared by Paul P. Gadbois Engineering and Surveying Company,
approved by the City of Biddeford Planning Department on July 2, 2008, and
recorded with the York County Registry of Deeds in Plan Book 330, Page 32 (“2008
Plan”);

    


    THENCE
running N 85° 44' 00’’ W a distance of 442.63 feet to an iron rod at land now or
formerly of the Boston & Maine Railroad;

    


    THENCE
turning and running in a general northeast direction along a curve to the right,
by said land of the Boston & Maine Railroad, a distance of 345.77 feet to an
iron rod and land now or formerly of Correct Holdings, LLC, as shown on the 2008
Plan;

    


    THENCE
turning and running S 84° 49' 00” E a distance of 473.54 feet to an iron rod at
the northwesterly sideline of said Morin Street;

    


    THENCE S
5° 11' 00” W, along said Morin Street, a distance of 337.07 feet to found iron
rod and the point of BEGINNING.

    


    Meaning
and intending to describe Lot 9 as shown on a "Plan of the Biddeford Industrial
Park, Biddeford, Maine by Wells Engineering, Inc., dated July 1, 1977, approved
by the Biddeford Planning Board on July 1, 1977 and recorded in the York County
Registry of Deeds in Plan Book 87, Page 37.

    


    Parcel I
is subject to:

    


    Such
state of facts disclosed on the Plan of Biddeford Industrial Park, Biddeford,
Maine prepared by Wells Engineering, Inc. dated July 1, 1977, and recorded in
the York County Registry of Deeds in Plan Book 87, Page 37.

    


    Terms,
conditions and restrictions set forth in the deed from the City of Biddeford to
V. P. Winter Distributing Co. dated February 15, 1984, and recorded in said
Registry of Deeds in Book 3245, Page 194, as said terms were amended by an
Amendment to Covenants to Biddeford Industrial Park dated June 14, 1999, and
recorded in the York County Registry of Deeds in Book 9535, Page 24 and dated
October 26, 2001, and recorded in said Registry in Book 11083, Page
45.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Rights
and easements granted to Central Maine Power Company and New England Telephone
and Telegraph Company by instrument dated June 4, 1984, and recorded in said
Registry of Deeds in Book 3351, Page 57.

    


    Title
reference for Parcel I is made by a Deed from The Lynch Realty Group, LLC to
Flotation Technologies, Inc. dated August 21, 2007, and recorded in the York
County Registry of Deeds in Book 15242, Page 311.

    


    Parcel
II

    


    BEGINNING at a found iron rod
located on the westerly sideline of Morin Street, said iron rod marking the
southeasterly corner of land conveyed to Flotation Technologies, Inc., by deed
recorded in the York County Registry of Deeds in Book 15242, Page
311;

    


    THENCE
running S 05°-11’ 00” W along the westerly sideline of said Street a distance of
5.29 feet to an iron rod to be set;

    


    THENCE
turning and running S 76° 08’ 34” W along remaining land now or formerly of
Morin Maine, LLC a distance of 448.41 feet to an iron rod to be set on the
easterly sideline of land of Boston and Maine Rail Road;

    


    THENCE
turning and running N 03° 16’ 00” W along the easterly sideline of said Rail
Road land a distance of 23.13 feet to a point;

    


    THENCE
turning and running N 01° 59’ 00” W continuing along the easterly sideline of
said Rail Road land a distance of 122.58 feet to a point located on the
southerly sideline of land now or formerly of Flotation
Technologies;

    


    THENCE
turning and running S 85° 44’ 00” E along the southerly sideline of said
Flotation Technologies land a distance of 89.88 feet to a found iron
rod;

    


    THENCE
turning and running S 85° 44’ 00” E continuing along the southerly sideline of
said Flotation Technologies land a distance of 352.75 feet to the found iron rod
and the point of BEGINNING.

    


    The above
described parcel containing 33,450 square feet, more or less. The bearings were
derived from the 1977 Plan.

    


    SUBJECT TO a drainage easement for the
benefit of remaining land now or formerly of Morin Maine, LLC and being more
particularly described as follows:

    


    BEGINNING at a point located
on the easterly sideline of said Rail Road land, said point marking the
southwesterly corner of Lot # 9 as shown on said Plan;

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    THENCE
turning and running S 85° 44’ 00” E along the southerly
sideline of Flotation Technologies land a distance of 16.88 feet to a
point,

    
       

      THENCE
turning and running S 33° 04’ 44” E a distance of 145.55 feet to a
point;

    

     

    THENCE
turning and running S 76° 08’ 34” W a distance of 93.43 feet to an iron rod to
be set on the easterly sideline of said Rail Road land;

    


    THENCE
turning and running N 03° 16’ 00” W along the easterly sideline of said Rail
Road land a distance of 23.13 feet to a point;

    


    THENCE
turning and running N 01° 59’ 00” W continuing along the
easterly sideline of said Rail Road land a distance of 122.58 feet to the point
of BEGINNING.

    


    Title reference for Parcel II is made
to a parcel of land conveyed to Flotation Technologies, Inc, from Morin Maine,
LLC dated July 31, 2008 and recorded in the York County Registry of Deeds in
Book 15478, Page 749.

    


    The above
described Parcels I and II are depicted as Lot 9 on a plan entitled “Subdivision
Amendment of Lots 8 & 9” prepared by Paul P. Gadbois Engineering and
Surveying Company, approved by the City of Biddeford Planning Department on July
2, 2008, and recorded with the York County Registry of Deeds in Plan Book 330,
Page 32.

     

    20