Exhibit 10.3


    Exhibit
      10.3

    


    COMMERCIAL
      MORTGAGE, SECURITY AGREEMENT AND

    ASSIGNMENT
      OF LEASES AND RENTS

    


    This
      COMMERCIAL MORTGAGE. SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS
      (this
      "Mortgage") entered into at Chicopee, Massachusetts, as of June
      4, 2003,
      between
      Duane C Bennett, an individual, with an address of 18
      Brookmont Drive, Wilbraham.
      Massachusetts 01095-1737
      (the
      "Mortgagor") and CHICOPEE SAVINGS BANK, a Massachusetts Savings Bank with an
      address of 70 Center Street, Chicopee, Massachusetts 01014-0300 (the
      "Bank").

    


    The
      real
      property which is the subject matter of this Mortgage has the following
      address(es) 80
      Cochran Street,
      Chicopee, Massachusetts 01020 and 84-86 Cochran
      Street, Chicopee, Massachusetts 01020
      (the
      "Address(es)").

     

    1.
      MORTGAGE, OBLIGATIONS AND FUTURE ADVANCES

     

    1.1 Mortgage.
      For
      valuable consideration paid and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the Mortgagor hereby
      irrevocably and unconditionally mortgages, grants, bargains, transfers, sells,
      conveys, sets over and assigns to the Bank and its successors and assigns
      forever, with MORTGAGE COVENANTS, all of Mortgagor's right, title and interest
      in and to the "Property" described below, to secure the prompt payment and
      performance of the Obligations (as hereinafter defined), including without
      limitation, all amounts due and owing to the Bank and all obligations respecting
      that certain Adjustable
      Term Note,
      dated
June
      4, 2003,
      by
Duane
      C Bennett
      in favor
      of the Bank in the original principal amount of $272,000.00
      (the
      "Note"; and collectively, along with all other agreements, documents,
      certificates and instruments delivered in connection therewith, the "Loan
      Documents"), and any substitutions, modifications, extensions or amendments
      to
      any of the Loan Documents.

     

    The
      amount of principal obligations outstanding and evidenced by the Loan Documents
      and secured by this Mortgage total $272,000.00
      as of
      the date of this Mortgage but this Mortgage shall nevertheless secure payment
      and performance of all Obligations.

     

    1.2 Security
      Interest in Property.
      As
      continuing security for the Obligations the Mortgagor hereby pledges, assigns
      and grants to the Bank, and its successors and assigns, a security interest
      in
      any of the Property (as hereinafter defined) constituting personal property
      or
      fixtures. This Mortgage is and shall be deemed to be a security agreement and
      financing statement pursuant to the terms of the Uniform Commercial Code of
      Massachusetts (the "Uniform Commercial Code") as to any and all personal
      property and fixtures and as to all such property the Bank shall have the rights
      and remedies of a secured party under the Uniform Commercial Code in addition
      to
      its rights hereunder. This Mortgage constitutes a financing statement filed
      as a
      fixture filing under Chapter 106. Section 9-502(c) of the Massachusetts General
      Laws of the Uniform Commercial Code covering any Property which now is or later
      may become a fixture.

     

    1.3 Collateral
      Assignment of Leases and Rents.
      The
      Mortgagor hereby irrevocably and unconditionally assigns to the Bank, and its
      successors and assigns, as collateral security for the Obligations all of the
      Mortgagors rights and benefits under any and all Leases (as hereinafter defined)
      and any and all rents and other amounts now or hereafter owing with respect
      to
      the Leases or the use or occupancy of the Property This collateral assignment
      shall be absolute and effective immediately, but (he Mortgagor shall have a
      license, revocable by the Bank, to continue to collect rents owing under the
      Leases until an Event of Default (as hereinafter defined) occurs and the Bank
      exercises its rights and remedies to collect such rents as set forth
      herein.

     

    
      
         

      

      
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    1.4 Conditions
      to Grant.
      To have
      and to hold the above granted Property unto and to the use and benefit of the
      Bank, and its successors and assigns, forever; provided, however, the
      conveyances, grants and assignments contained in this Mortgage are upon the
      express condition that, if Mortgagor shall pay and perform the Obligations
      in
      full, including, without limitation, all principal, interest and premium thereon
      and other charges, if applicable, in accordance with the terms and conditions
      in
      the Loan Documents and this Mortgage, shall pay and perform all other
      Obligations as set forth in this Mortgage and shall abide by and comply with
      each and every covenant and condition set forth herein and in the Loan
      Documents, the conveyances, grants and assignments contained in this Mortgage
      shall cease, terminate and be void.

     

    1.5 Property.
      The
      term "Property," as used in this Mortgage, shall mean that certain parcel of
      land and the fixtures, structures and improvements and all personal property
      constituting fixtures, as that term is defined in the Uniform Commercial Code,
      now or hereafter thereon located at the Address(es), as more particularly
      described in Exhibit A attached hereto, together with: (i) all rights now or
      hereafter existing, belonging, pertaining or appurtenant thereto; (ii) the
      following categories of assets as defined in the Uniform Commercial Code: goods
      (including inventory, equipment and any accessions thereto), instruments
      (including promissory notes), documents, accounts (including
      health-care-insurance receivables), chattel paper (whether tangible or
      electronic), deposit accounts, letter-of-credit rights (whether or not the
      letter of credit is evidenced by a writing), commercial tort claims, securities
      and all other investment property, general intangibles (including payment
      intangibles and software), supporting obligations and any and all proceeds
      of
      any thereof, whether now owned or hereafter acquired, that are located on or
      used In connection with, or that arise in whole or in part out of the
      Mortgagor's use of or business conducted on or respecting, the Property and
      any
      substitutions, replacements, accessions and proceeds of any of the foregoing;
      (iii) all judgments, awards of damages and settlements hereafter made as a
      result or in lieu of any Taking, as hereinafter defined, (iv) all of the rights
      and benefits of the Mortgagor under any present or future leases and agreements
      relating to the Property, including, without limitation, rents, issues and
      profits, or the use or occupancy thereof together with any extensions and
      renewals thereof, specifically excluding all duties or obligations of the
      Mortgagor of any kind arising thereunder (the "Leases"); and (v) all contracts,
      permits and licenses respecting the use. operation or maintenance of the
      Property.

     

    1.6 Obligations.
      The
      term "Obligation(s)," as used in this Mortgage, shall mean without limitation
      all loans, advances, indebtedness, notes, liabilities and amounts, liquidated
      or
      unliquidated, now or hereafter owing by the Mortgagor to the Bank at any time,
      of each and every kind, nature and description, whether arising under this
      Mortgage or otherwise, and whether secured or unsecured, direct or indirect
      (that is. whether the same are due directly by the Mortgagor to the Bank; or
      are
      due indirectly by the Mortgagor to the Bank as endorser, guarantor or other
      surety, or as obligor of obligations due third persons which have been endorsed
      or assigned to the Bank, or otherwise), absolute or contingent, due or to become
      due, now existing or hereafter contracted, including, without limitation,
      payment of all amounts outstanding when due pursuant to the terms of any of
      the
      Loan Documents. Said term shall also include all interest and other charges
      chargeable to the Mortgagor or due from the Mortgagor to the Bank from time
      to
      time and all costs and expenses referred to in this Mortgage, including without
      limitation the costs and expenses (including reasonable attorneys' fees) of
      enforcement of the Bank's rights hereunder or pursuant to any document or
      instrument executed in connection herewith.

     

    1.7 Cross-Collateral
      and Future Advances.
      It is
      the express intention of the Mortgagor that this Mortgage secure payment and
      performance of all of the Obligations, whether now existing or hereinafter
      incurred by reason of future advances by the Bank or otherwise, and regardless
      of whether such Obligations are or were contemplated by the parties at the
      time
      of the granting of this Mortgage. Notice of the continuing grant of this
      Mortgage shall not be required to be stated on the face of any document
      evidencing any of the Obligations, nor shall such documents be required to
      otherwise specify that they are secured hereby.

     

    
      
         

      

      
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    2. 
      REPRESENTATIONS,
      WARRANTIES, COVENANTS

     

    2.1 Representations
      and Warranties.
      The
      Mortgagor represents and warrants that:

    


    
      	 	
              (a)

            	
              This
                Mortgage has been duly executed and delivered by the Mortgagor and
                is the
                legal, valid and binding obligation of the Mortgagor enforceable
                fn
                accordance with its terms, except as limited by bankruptcy, insolvency,
                reorganization, moratorium and other laws affecting the enforcement
                of
                creditors' rights generally;

            


    

    


    
      	 	
              (b)

            	
              The
                Mortgagor Is the sole legal owner of the Property, holding good and
                marketable fee simple title to the Property, subject to no liens,
                encumbrances, leases, security interests or rights of others, other
                than
                as set forth in detail in Exhibit B hereto (the "Permitted
                Encumbrances");

            


    

    


    
      	 	
              (c)

            	
              The
                Mortgagor is the sole legal owner of the entire lessor’s interest in the L
                eases with full power and authority to encumber the Property in the
                manner
                set forth herein and the Mortgagor has not executed any other assignment
                of the Leases or any of the rights or rents arising
                thereunder;

            


    

    


    
      	 	
              (d)

            	
              As
                of the date hereof, there are no Hazardous Substances (as hereinafter
                defined) in, on or under the Property, except as disclosed in writing
                to
                and acknowledged by the Bank; and

            


    

    


    
      	 	
              (e)

            	
              Each
                Obligation Is a commercial obligation and does not represent a loan
                used
                for personal, family or household purposes and is not a consumer
                transaction or otherwise subject to the provisions of the Federal
                Truth in
                Lending Act, Federal Reserve Board Regulation Z. Massachusetts General
                Laws, Chapter 140D, or other such consumer statutes or regulations
                and
                restrictions.

            


    

    


    2.2 Recording:
      Further Assurances.
      The
      Mortgagor covenants that it shall, at its sole cost and expense and upon the
      request of the Bank, cause this Mortgage, and each amendment, modification
      or
      supplement hereto, to be recorded and filed in such manner and in such places,
      and shall at all times comply with all such statutes and regulations as may
      be
      required by law in order to establish, preserve and protect the Interest of
      the
      Bank in the Property and the rights of the Bank under this Mortgage. Mortgagor
      will from time to time execute and deliver to the Bank, and take or cause to
      be
      taken, all such other further action as the Bank may request in order to effect
      and confirm or vest more securely in the Bank all rights contemplated by this
      Mortgage or to vest more fully in, or assure to the Bank the security interest
      in, the Property or to comply with applicable statute or law. To the extent
      permitted by applicable law, Mortgagor authorizes the Bank to file financing
      statements, continuation statements or amendments without Mortgagor's signature
      appearing thereon, and any such financing statements, continuation statements
      or
      amendments may be signed or authenticated by the Bank on behalf of Mortgagor,
      if
      necessary, and may be filed at any time In any jurisdiction. The Bank may at
      any
      time and from time to time file financing statements, continuation statements
      and amendments thereto that describe the Property as "all assets of Mortgagor"
      or words of similar effect and which contain any other information required
      by
      Article 9 of the Uniform Commercial Code for the sufficiency or filing office
      acceptance of any financing statement, continuation statement or amendment,
      including whether Mortgagor is an organization, the type of organization and
      any
      organization identification number issued to Mortgagor; Mortgagor also
      authorizes the Bank to file financing statements describing any agricultural
      liens or other statutory liens held by the Bank. Mortgagor agrees to furnish
      any
      such information to the Bank promptly upon request, fn addition, Mortgagor
      shall
      at any time and from time to time, take such steps as the Bank may reasonably
      request for the Bank (i) to obtain an acknowledgement, in form and substance
      satisfactory to the Bank, of any bailee having possession of any of the Property
      that the bailee holds such Property for the Bank, (ii) to obtain "control"
      of
      any investment property, deposit accounts, letter-of-credit rights or electronic
      chattel paper (as such terms are defined in Article 9 of the Uniform Commercial
      Code relating to what constitutes "control" for such items of Property), with
      any agreements establishing control to be in form and substance satisfactory
      to
      the Bank, and (iii) otherwise to insure the continued perfection and priority
      of
      the Bank's security interest in any of the Property and the preservation of
      its
      rights therein. Mortgagor hereby constitutes the Bank its attorney-in-fact
      to
      execute and file all filings required or so requested for the foregoing
      purposes, all acts of such attorney being hereby ratified and confirmed; and
      such power, being coupled with an interest, shall be irrevocable until this
      Mortgage terminates in accordance with its terms, all Obligations are paid
      in
      full and the Property is released.

     

    
      
         

      

      
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    2.3 Restrictions
      on the Mortgagor.
      The
      Mortgagor covenants that it will not, nor will it permit any other person lo,
      directly or indirectly, without the prior written approval of the Bank in each
      instance:

    


    
      	 	
              (a)

            	
              Sell,
                convey, assign, transfer, mortgage, pledge, hypothecate, lease or
                dispose
                of all or any part of any legal or beneficial interest in the Mortgagor
                or
                the Property or any part thereof or permit any of the foregoing,
                except as
                expressly permitted by the terms of this
                Mortgage;

            


    

    


    
      	 	
              (b)

            	
              Permit
                the use. generation, treatment, storage, release or disposition of
                any oil
                or other material or substance constituting hazardous waste or hazardous
                materials or substances under any applicable Federal or state law.
                regulation or rule ("Hazardous Substances");
                or

            


    

    


    
      	 	
              (c)

            	
              Permit
                lo be created or suffer to exist any mortgage, lien, security interest,
                attachment or other encumbrance or charge on the Property or any
                part
                thereof or interest therein (except for the Permitted Encumbrances),
                including, without limitation, (i) any lien arising under any Federal,
                state or local statute, rule, regulation or law pertaining to the
                release
                or cleanup of Hazardous Substances and (ii) any mechanics' or
                materialmen's lien. The Mortgagor further agrees to give the Bank
                prompt
                written notice of the imposition, or notice, of any lien referred
                to in
                this Section and to take any action necessary to secure the prompt
                discharge or release of the same. The Mortgagor agrees to defend
                its title
                to the Property and the Bank's interest therein against the claims
                of all
                persons and, unless the Bank requests otherwise, to appear in and
                diligently contest. all he Mortgagor's sole cost and expense, any
                action
                or proceeding that purports to affect the Mortgagor's title to the
                Property or the priority or validity of this Mortgage or the Bank's
                interest hereunder.

            


    

    


    2.4 Operation
      of Property.
      The
      Mortgagor covenants and agrees as follows:

    


    
      	 	
              (a)

            	
              The
                Mortgagor will not permit the Property to be used for any unlawful
                or
                improper purpose, will at all times comply with all Federal, state
                and
                local laws, ordinances and regulations, and the provisions of any
                Lease,
                easement or other agreement affecting all or any part of the Property,
                and
                will obtain and maintain all governmental or other approvals relating
                to
                the Mortgagor, the Property or the use thereof, including without
                limitation, any applicable zoning or building codes or regulations
                and any
                laws or regulations relating to the handling, storage, release or
                cleanup
                of Hazardous Substances, and will give prompt written notice to the
                Bank
                of (i) any violation of any such law. ordinance or regulation by
                the
                Mortgagor or relating to the Property, (ii) receipt of notice from
                any
                Federal, state or local authority alleging any such violation and
                (iii)
                the presence or release on the Property of any Hazardous
                Substances;

            


    

    


    
      	 	
              (b)

            	
              The
                Mortgagor will at all times keep the Property insured for such losses
                or
                damage, in such amounts and by such companies as may be required
                by law or
                which the Bank may require, provided that, in any case, the Mortgagor
                shall maintain: (i) physical hazard insurance on an "all risks" basis
                in
                an amount not less than 100% of the full replacement cost of the
                Property;
                (ii) flood insurance if and as required by applicable Federal law
                and as
                otherwise required by the Bank; (iii) comprehensive commercial general
                liability insurance; (iv) rent loss and business interruption insurance;
                and (v) such other insurance as the Bank may require from time to
                time,
                including builder's risk insurance in the case of construction loans.
                All
                policies regarding such insurance shall be issued by companies licensed
                to
                do business in the state where the policy is issued and also in the
                slate
                where the Property is located, be otherwise acceptable to the Bank,
                provide deductible amounts acceptable to the Bank, name the Bank
                as
                mortgagee, loss payee and additional insured, and provide that no
                cancellation or material modification of such policies shall occur
                without
                at least thirty (30) days' prior written notice to the Bank. Such
                policies
                shall Include (i) a mortgage endorsement determined by the Bank in
                good
                faith to be equivalent to the "standard" mortgage endorsement so
                that the
                insurance, as to the interest of the Bank, shall not be invalidated
                by any
                act or neglect of the Mortgagor or the owner of the Property, any
                foreclosure or other proceedings or notice of sale relating to the
                Property, any change in the title to or ownership of the Property,
                or the
                occupation or use of the Property for purposes more hazardous than
                are
                permitted at the date of inception of such insurance policies; (ii)
                a
                replacement cost endorsement; (iii) an agreed amount endorsement;
                (iv) a
                contingent liability from operation endorsement; and (v) such other
                endorsements as the Bank may request. The Mortgagor will furnish
                to the
                Bank upon request such original policies, certificates of insurance
                or
                other evidence of the foregoing as are acceptable to the Bank. The
                terms
                of all insurance policies shall be such that no coinsurance provisions
                apply, or if a policy does contain a coinsurance provision, the Mortgagor
                s hall insure t he Property in an amount sufficient to prevent the
                application of the coinsurance
                provisions;

            


    

     

    
      
         

      

      
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              (c)

            	
              Mortgagor
                will not enter into or modify the Leases without the prior written
                consent
                of the Bank, execute any assignment of the Leases except in favor
                of the
                Bank, or accept any rentals under any Lease for more than one month
                in
                advance and will at all times perform and fulfill every term and
                condition
                of the Leases;

            


    

    


    
      	 	
              (d)

            	
              Mortgagor
                will at all times (i) maintain complete and accurate records and
                books
                regarding the Property in accordance with generally accepted accounting
                principles and (ii) permit the Bank and the Bank's agents, employees
                and
                representatives, at such reasonable times as the Bank may request,
                to
                enter and inspect the Property and such books and records;
                and

            


    

    


    
      	 	
              (e)

            	
              Mortgagor
                will at all times keep the Property in good and first-rate repair
                and
                condition (damage from casualty not excepted) and will not commit
                or
                permit any strip, waste, impairment, deterioration or alteration
                of the
                Property or any part thereof.

            


    

     

    2.5 Payments.
      The
      Mortgagor covenants to pay when due: all Federal, state, municipal or other
      taxes, betterment and improvement assessments and other governmental levies,
      water rates, sewer charges, insurance premiums and other charges on the
      Property, this Mortgage or any Obligation secured hereby that could, if unpaid,
      result in a lien on the Property or on any interest therein. If and when
      requested by the Bank, the Mortgagor shall deposit from time to time with the
      Bank sums determined by the Bank to be sufficient to pay when due the amounts
      referred to in this Section. The Mortgagor shall have the right to contest
      any
      notice, lien, encumbrance, claim, tax, charge, betterment assessment or premium
      filed or asserted against or relating to the Property, provided that it contests
      the same diligently and in good faith and by proper proceedings and, at the
      Bank's request, provides the Bank with adequate cash security, in the Bank's
      reasonable judgment, against the enforcement thereof. The Mortgagor shall
      furnish to the Bank the receipted real estate tax bills or other evidence of
      payment of real estate taxes for the Property within thirty (30) days prior
      to
      the date from which interest or penalty would accrue for nonpayment thereof.
      The
      Mortgagor shall also furnish to the Bank evidence of all other payments referred
      to above within fifteen (15) days after written request therefor by the
      Bank.

     

    2.6
       Notices;
      Notice of Default.
      The
      Mortgagor will deliver to the Bank, promptly upon receipt of the same, copies
      of
      all notices or other documents it receives that affect the Property or its
      use,
      or claim that the Mortgagor is in default in the performance or observance
      of
      any of the terms hereof or that the Mortgagor or any tenant is in default of
      any
      terms of the Leases. The Mortgagor further agrees to deliver to the Bank written
      notice promptly upon the occurrence of any Event of Default hereunder or event
      that with the giving of notice or lapse of time, or both, would constitute
      an
      Event of Default hereunder.

     

    2.7 Takings.
      In case
      of any condemnation or expropriation for public use of, or any damage by reason
      of the action of any public or governmental entity or authority to, all or
      any
      part of the Property (a "Taking"), or the commencement of any proceedings or
      negotiations that might result in a Taking, the Mortgagor shall promptly give
      written notice to the Bank, describing the nature and extent thereof. The Bank
      may, at its option, appear in any proceeding for a Taking or any negotiations
      relating to a Taking and the Mortgagor shall promptly give to the Bank copies
      of
      all notices, pleadings, determinations and other papers relating thereto. The
      Mortgagor shall in good faith and with due diligence and by proper proceedings
      file and prosecute its claims for any award or payment on account of any Taking.
      The Mortgagor shall not settle any such claim without the Bank's prior written
      consent. The Mortgagor shall hold any amounts received with respect to such
      awards or claims, by settlement, judicial decree or otherwise, in trust for
      the
      Bank and promptly pay the same to the Bank. The Mortgagor authorizes any award
      or settlement due in connection with a Taking to be paid directly to the Bank
      in
      amounts not exceeding the Obligations. The Bank may apply such amounts to the
      Obligations in such order as the Bank may determine.

     

    2.8 Insurance
      Proceeds.
      The
      proceeds of any insurance resulting from any loss with respect to the Property
      shall be paid to the Bank and. at the option of the Bank, be applied to the
      Obligations in such order as the Bank may determine; provided, however, that
      if
      the Bank shall require repair of the Property, the Bank may release all or
      any
      portion of such proceeds to the Mortgagor for such purpose. Any insurance
      proceeds paid to the Mortgagor shall be held in trust for the Bank and promptly
      paid to it.

     

    
      
         

      

      
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    3. 
      CERTAIN
      RIGHTS OF THE BANK

     

    3.1 Legal
      Proceedings.
      The
      Bank shall have the right, but not the duty, to intervene or otherwise
      participate in any legal or equitable proceeding that, in the Bank's reasonable
      judgment, might affect the Property or any of the rights created or secured
      by
      this Mortgage. The Bank shall have such right whether or not there shall have
      occurred an Event of Default hereunder.

     

    3.2
        Appraisals/Assessments.
      The
      Bank shall have the right, at the Mortgagor's sole cost and expense, to obtain
      appraisals, environmental site assessments or other inspections of the portions
      of the Property that are real estate at such times as the Bank deems necessary
      or as may be required by applicable law, or its prevailing credit or
      underwriting policies.

     

    3.3 Financial
      Statements.
      The
      Bank shall have the right, at the Mortgagor's sole cost and expense, to require
      delivery of financial statements in form and substance acceptable to the Bank
      from the Mortgagor or any guarantor of any of the Obligations and the Mortgagor
      hereby agrees to deliver such financial statements and/or cause any such
      guarantor lo so deliver any such financial statement when required by the
      Bank.

     

    3.4 Tax
      Return.
      The
      Mortgagor shall deliver to the Bank on or before May 1 of each year or such
      other date approved by the Bank, the Mortgagor's filed Federal and any
      applicable state tax returns for the prior year.

     

    3.5 Leases
      and Rent Roll.
      The
      Mortgagor shall deliver to the Bank during each calendar year and at such other
      times as the Bank shall request a rent roll for the Property, in form acceptable
      to the Bank, listing all tenants and occupants and describing all of the
      Leases.

     

    4.
 
      DEFAULTS AND REMEDIES

     

    4.1 Events
      of Default.
      Event
      of Default shall mean the occurrence of any one or more of the following
      events:

    


    
      	 	
              (a)

            	
              default
                of any liability, obligation or undertaking of the Mortgagor or any
                guarantor of the Obligations to the Bank, hereunder or otherwise,
                including failure to pay in full and when due any installment of
                principal
                or interest or default of the Mortgagor or any guarantor of the
                Obligations under any other Loan
                Document;

            


    

    


    
      	 	
              (b)

            	
              failure
                by the Mortgagor to perform, observe or comply with any of the covenants,
                agreements, terms or conditions set forth in this
                Mortgage;

            


    

    


    
      	 	
              (c)

            	
              the
                (i) occurrence of any material loss, theft, damage or destruction
                of. or
                (ii) issuance or making of any levy, seizure, attachment, execution
                or
                similar process on a material portion of the
                Property;

            


    

    


    
      	 	
              (d)

            	
              failure
                of the Mortgagor or any guarantor of the Obligations to maintain
                aggregate
                collateral security value satisfactory to the
                Bank;

            


    

    


    
      	 	
              (e)

            	
              default
                of any material liability, obligation or undertaking of the Mortgagor
                or
                any guarantor of the Obligations to any other
                party;

            


    

    


    
      	 	
              (f)

            	
              if
                any statement, representation or warranty heretofore, now or hereafter
                made by the Mortgagor or any guarantor of the Obligations in connection
                with this Mortgage or in any supporting financial statement of the
                Mortgagor or any guarantor of the Obligations shall be determined
                by the
                Bank to have been false in any material respect when
                made;

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	 	
              (g)

            	
              if
                the Mortgagor or any guarantor of the Obligations is a corporation,
                trust,
                partnership or limited liability company, the liquidation, termination
                or
                dissolution of any such organization, or the merger or consolidation
                of
                such organization into another entity, or its ceasing to carry on
                actively
                its present business or the appointment of a receiver for its
                property;

            


    

    


    
      	 	
              (h)

            	
              the
                death of the Mortgagor or any guarantor of the Obligations and, if
                the
                Mortgagor or any guarantor of the Obligations is a partnership or
                limited
                liability company, the death of any partner or
                member;

            


    

    


    
      	 	
              (i)

            	
              the
                institution by or against the Mortgagor or any guarantor of the
                Obligations of any proceedings under the Bankruptcy Code 11 USC §101
                et
                seq.
                or
                any other law in which the Mortgagor or any guarantor of the Obligations
                is alleged to be insolvent or unable to pay its debts as they mature,
                or
                the making by the Mortgagor or any guarantor of the Obligations of
                an
                assignment for the benefit of creditors or the granting by the Mortgagor
                or any guarantor of the Obligations of a trust mortgage for the benefit
                of
                creditors;

            


    

    


    
      	 	
              (j)

            	
              the
                service upon the Bank of a writ in which the Bank is named as trustee
                of
                the Mortgagor or any guarantor of the
                Obligations;

            


    

    


    
      	 	
              (k)

            	
              a
                judgment or judgments for the payment of money shall be rendered
                against
                the Mortgagor or any guarantor of the Obligations, and any such judgment
                shall remain unsatisfied and in effect for any period of thirty (30)
                consecutive days without a stay of
                execution;

            


    

     

    
      	 	
              (l)

            	
              any
                levy, lien (including mechanics lien), seizure, attachment, execution
                or
                similar process shall be issued or levied on any of the property
                of the
                Mortgagor or any guarantor of the
                Obligations;

            


    

    


    (m)      
      the
      termination of any guaranty of the Obligations; or

    


    
      	 	
              (n)

            	
              the
                occurrence of such a change in the condition or affairs (financial
                or
                otherwise) of the Mortgagor or any guarantor of the Obligations,
                or the
                occurrence of any other event or circumstance, such that the Bank,
                in its
                sole discretion, deems that it is insecure or that the prospects
                for
                timely or full payment or performance of any obligation of the Mortgagor
                or any guarantor of the Obligations to the Bank has been or may be
                impaired.

            


    

    


    4.2
      Remedies.
      On the
      occurrence of any Event of Default the Bank may, at any time thereafter, at
      its
      option and, to the extent permitted by applicable law, without notice, exercise
      any or all of the following remedies:

     

    
      	           
              (a)	
              Declare
                the Obligations due and payable, and the Obligations shall thereupon
                become immediately due and payable, without presentment, protest,
                demand
                or notice of any kind, all of which are hereby expressly waived by
                the
                Mortgagor except for Obligations due and payable on demand, which
                shall be
                due and payable on demand whether or not an event of default has
                occurred
                hereunder;

            


    

     

    
      	           
              (b)	
              Enter,
                take possession of, manage and operate the Property (including all
                personal property and all records and documents pertaining thereto)
                and
                any part thereof and exclude the Mortgagor therefrom, take all actions
                it
                deems necessary or proper to preserve the Property and operate the
                Property as a mortgagee in possession with all the powers as could
                be
                exercised by a receiver or as otherwise provided herein or by applicable
                law; provided, however, the entry by the Bank upon the Property for
                any
                reason shall not cause the Bank to be a mortgagee in possession,
                except
                upon the express written declaration of the
                Bank;

            


    

     

    
      	           
              (c)	
              With
                or without taking possession, receive and collect all rents, income,
                issues and profits ("Rents") from the Property (including all real
                estate
                and personal property and whether past due or thereafter accruing),
                including as may arise under the Leases, and the Mortgagor appoints
                the
                Bank as its true and lawful attorney with the power for the Bank
                in its
                own name and capacity to demand and collect Rents and take any action
                that
                the Mortgagor is authorized to take under the Leases. The Bank shall
                (after payment of all costs and expenses incurred) apply any Rents
                received by it to the Obligations in such order as the Bank determines,
                or
                in accordance with any applicable statute, and the Mortgagor agrees
                that
                exercise of such rights and disposition of such funds shall not be
                deemed
                to cure any default or constitute a waiver of any foreclosure once
                commenced nor preclude the later commencement of foreclosure for
                breach
                thereof. The Bank shall be liable to account only for such Rents
                actually
                received by the Bank. Lessees under the Leases are hereby authorized
                and
                directed, following notice from the Bank, to pay all amounts due
                the
                Mortgagor under the Leases to the Bank, whereupon such lessees shall
                be
                relieved of any and all duty and obligation to the Mortgagor with
                respect
                to such payments so made;

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	            
              (d)	
              Sell
                the Property or any part thereof or interest therein pursuant to
                exercise
                of its STATUTORY POWER OF SALE or otherwise at public auction on
                terms and
                conditions as the Bank may determine, or otherwise foreclose this
                Mortgage
                in any manner permitted by law. and upon such sale the Mortgagor
                shall
                execute and deliver such instruments as the Bank may request in order
                to
                convey and transfer all of the Mortgagor's interest in the Property,
                and
                the same shall operate to divest all rights, title and interest of
                the
                Mortgagor in and to the Property. In the event this Mortgage shall
                include
                more than one parcel of property or subdivision (each hereinafter
                called a
                "portion"), the Bank shall, in its sole and exclusive discretion,
                be
                empowered to foreclose upon any such portion without impairing its
                right
                to foreclose subsequently upon any other portion or the entirety
                of the
                Property from time to time thereafter. I n addition, the Bank may
                in its
                discretion subordinate this Mortgage to one or more Leases for the
                sole
                purpose of preserving any such Lease in the event of a
                foreclosure;

            


    

     

    
      	            
              (e)	
              Cause
                one or more environmental assessments to be taken, arrange for the
                cleanup
                of any Hazardous Substances or otherwise cure the Mortgagor's failure
                to
                comply with any statute, regulation or ordinance relating to the
                presence
                or cleanup of Hazardous Substances, and the Mortgagor shall provide
                the
                Bank or its agents with access to the Property for such purposes;
                provided
                that the exercise of any of such remedies shall not be deemed to
                have
                relieved the Mortgagor from any responsibility therefor or given
                the Bank
                "control" over the Property or cause the Bank to be considered to
                be a
                mortgagee in possession, "owner" or "operator" of the Property for
                purposes of any applicable law, rule or regulation pertaining to
                Hazardous
                Substances; and

            


    

     

    
      	            
              (f)	
              Take
                such other actions or proceedings as the Bank deems necessary or
                advisable
                to protect its interest in the Property and ensure payment and performance
                of the Obligations, including, without limitation, appointment of
                a
                receiver (and the Mortgagor hereby waives any right to object to
                such
                appointment) and exercise of any of the Bank's remedies provided
                herein or
                in any other document evidencing, securing or relating to any of
                the
                Obligations or available to a secured party under the Uniform Commercial
                Code or under other applicable
                law.

            


    

     

    This
      Mortgage is upon the STATUTORY CONDITION, for any breach of which the Bank
      shall
      have the STATUTORY POWER OF SALE.

     

    In
      addition, the Bank shall have all other remedies provided by applicable law,
      including, without limitation, the right to pursue a judicial sale of the
      Property or any portion thereof by deed, assignment or otherwise.

     

    The
      Mortgagor agrees and acknowledges that the acceptance by the Bank of any
      payments from either the Mortgagor or any guarantor after the occurrence of
      any
      Event of Default, the exercise by the Bank of any remedy set forth herein or
      the
      commencement, discontinuance or abandonment of foreclosure proceedings against
      the Property shall not waive the Bank's subsequent or concurrent right to
      foreclose or operate as a bar or estoppel to the exercise of any other rights
      or
      remedies of the Bank. The Mortgagor agrees and acknowledges that the Bank,
      by
      making payments or incurring costs described herein, shall be subrogated to
      any
      right of the Mortgagor to seek reimbursement from any third parties, including,
      without limitation, any predecessor in interest to the Mortgagor's title or
      other party who may be responsible under any law, regulation or ordinance
      relating to the presence or cleanup of Hazardous Substances.

     

    4.3 Advances.
      If the
      Mortgagor fails to pay or perform any of its obligations respecting the
      Property, the Bank may in its sole discretion do so without waiving or releasing
      Mortgagor from any such obligation. Any such payments may include, but are
      not
      limited to, payments for taxes, assessments and other governmental levies,
      water
      rates, insurance premiums, maintenance, repairs or improvements constituting
      part of the Property. Any amounts paid by the Bank hereunder shall be, until
      paid, part of the Obligations and secured by this Mortgage, and shall be due
      and
      payable to the Bank, on demand,  together with interest thereon to the
      extent permitted by applicable law, at the highest rate permitted under the
      Note.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    4.4 Cumulative
      Rights and Remedies.
      All of
      the foregoing rights, remedies and options (including without limitation the
      right to enter and take possession of the Property, the right to manage and
      operate the same, and the right to collect Rents, in each case whether by a
      receiver or otherwise) are cumulative and in addition to any rights the Bank
      might otherwise have, whether at law or by agreement, and may be exercised
      separately or concurrently and none of which shall be exclusive of any other.
      The Mortgagor further agrees that the Bank may exercise any or all of its rights
      or remedies set forth herein without having to pay the Mortgagor any sums for
      use or occupancy of the Property.

     

    4.5 Mortgagor's
      Waiver of Certain Rights.
      To the
      extent permitted by applicable law, the Mortgagor hereby waives the benefit
      of
      all present and future laws (i) providing for any appraisal before sale of
      all
      or any portion of the Property or (ii) in any way extending the time for the
      enforcement of the collection of the Obligations or creating or extending a
      period of redemption from any sale made hereunder.

     

    5.
 
      MISCELLANEOUS

     

    5.1 Costs
      and Expenses.
      To the
      extent permitted by applicable law, the Mortgagor shall pay to the Bank, on
      demand, all reasonable expenses (including attorneys' fees and expenses and
      reasonable consulting, accounting, appraisal, brokerage and similar professional
      fees and charges) incurred by the Bank in connection with the Bank's
      interpretation, exercise, preservation or enforcement of any of its rights,
      remedies and options set forth in this Mortgage and in connection with any
      litigation, proceeding or dispute whether arising hereunder or otherwise
      relating to the Obligations, together with interest thereon to the extent
      permitted by applicable law, until paid in full by the Mortgagor at the highest
      rate set forth in the Note. Any amounts owed by the Mortgagor hereunder shall
      be, until paid, part of the Obligations and secured by this Mortgage, and the
      Bank shall be entitled, to the extent permitted by law. to receive and retain
      such amounts in any action for a deficiency against or redemption by the
      Mortgagor, or any accounting for the proceeds of a foreclosure sale or of
      insurance proceeds.

     

    5.2 Indemnification
      Regarding Leases.
      The
      Mortgagor hereby agrees to defend, and does hereby indemnify and hold the Bank
      and each of its directors, officers, employees, agents and attorneys (each
      an
      "Indemnitee") harmless from all losses, damages, claims, costs or expenses
      (including attorneys' fees and expenses) resulting from the assignment of the
      Leases and from all demands that may be asserted against such Indemnitees
      arising from any undertakings on the part of the Bank to perform any obligations
      under the Leases. It is understood that the assignment of the Leases shall
      not
      operate to place responsibility for the control or management of the Property
      upon the Bank or any Indemnitee or make them liable for performance of any
      of
      the obligations of the Mortgagor under Leases, respecting any condition of
      the
      Property or any other agreement or arrangement, written or oral, or applicable
      law.

     

    5.3 Indemnification
      Regarding Hazardous Substances.
      The
      Mortgagor hereby agrees to defend, and does hereby indemnify and hold harmless
      each Indemnitee from and against any and all losses, damages, claims, costs
      or
      expenses, including, without limitation, litigation costs and attorneys' fees
      and expenses and fees or expenses of any environmental engineering or cleanup
      firm incurred by such Indemnitee and arising out of or in connection with the
      Property or resulting from the application of any current or future law,
      regulation or ordinance relating to the presence or cleanup of Hazardous
      Substances on or affecting the Property. The Mortgagor agrees its obligations
      hereunder shall be continuous and shall survive termination or discharge of
      this
      Mortgage and/or the repayment of all debts to the Bank including repayment
      of
      all Obligations.

     

    5.4 Indemnitee's
      Expenses.
      If any
      Indemnitee is made a party defendant to any litigation or any claim is
      threatened or brought against such Indemnitee concerning this Mortgage or the
      Property or any part thereof or therein or concerning the construction,
      maintenance, operation or the occupancy or use thereof by the Mortgagor or
      other
      person or entity, then the Mortgagor shall indemnify, defend and hold each
      Indemnitee harmless from and against all liability by reason of said litigation
      or claims, including attorneys' fees and expenses incurred by such Indemnitee
      in
      connection with any such litigation or claim, whether or not any such litigation
      or claim is prosecuted to judgment. The within indemnification shall survive
      payment of the Obligations, and/or any termination, release or discharge
      executed by the Bank in favor of the Mortgagor.

     

    5.5 Waivers.
      The
      Mortgagor waives notice of nonpayment, demand, presentment, protest or notice
      of
      protest o f t he Obligations and all other notices, consents to any renewals
      or
      extensions of time of payment thereof, and generally waives any and all
      suretyship defenses and defenses in the nature thereof. No delay or omission
      of
      the Bank in exercising or enforcing any of its rights, powers, privileges,
      remedies, immunities or discretion (all of which are hereinafter collectively
      referred to as "the Bank's rights and remedies") hereunder shall constitute
      a
      waiver thereof; and no waiver by the Bank of any default of the Mortgagor
      hereunder or of any demand shall operate as a waiver of any other default
      hereunder or of any other demand. No term or provision hereof shall be waived,
      altered or modified except with the prior written consent of the Bank, which
      consent makes explicit reference to this Mortgage. Except as provided in
      the preceding sentence, no other agreement or transaction, of whatsoever nature,
      entered into between the Bank and the Mortgagor at any time (whether before,
      during or after the effective date or term of this Mortgage) shall be construed
      as a waiver, modification or limitation of any of the Bank's rights and remedies
      under this Mortgage (nor shall anything in this Mortgage be construed as a
      waiver, modification or limitation of any of the Bank's rights and remedies
      under any such other agreement or transaction) but all the Bank's rights and
      remedies not only under the provisions of this Mortgage but also under any
      such
      other agreement or transaction shall be cumulative and not alternative or
      exclusive, and may be exercised by the Bank at such time or times and in such
      order of preference as the Bank in its sole discretion may
      determine.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    5.6 Waiver
      of Homestead.
      To the
      maximum extent permitted under applicable law, the Mortgagor hereby waives
      and
      terminates any homestead rights and/or exemptions respecting the Property under
      the provisions of any applicable homestead laws, including without limitation.
      Chapter 188, Section 1, of the General Laws of Massachusetts.

     

    5.7 Severability.
      If any
      provision of this Mortgage or portion of such provision or the application
      thereof to any person or circumstance shall to any extent be held Invalid or
      unenforceable, the remainder of this Mortgage (or the remainder of such
      provision) and the application thereof to other persons or circumstances shall
      not be affected thereby.

     

    5.8 Complete
      Agreement.
      This
      Mortgage and the other Loan Documents constitute the entire agreement and
      understanding between and among the parties hereto relating to the subject
      matter hereof, and supersedes all prior proposals, negotiations, agreements
      and
      understandings among the parties hereto with respect to such subject
      matter.

     

    5.9 Binding
      Effect of Agreement.
      This
      Mortgage shall run with the land and be binding upon and  inure to the
      benefit of the respective heirs, executors, administrators, legal
      representatives, successors and assigns of the parties hereto, and shall remain
      in full force and effect (and the Bank shall be entitled to rely thereon) until
      all Obligations are fully and indefeasibly paid. The Bank may transfer and
      assign this Mortgage and deliver any collateral to t he assignee, who shall
      thereupon have all of the rights of the Bank; and the Bank shall then be
      relieved and discharged of any responsibility or liability with respect to
      this
      Mortgage and such collateral. Except as expressly provided herein or in the
      other Loan Documents, nothing, expressed or implied, is intended to confer
      upon
      any party, other than the parties hereto, any rights, remedies, obligations
      or
      liabilities under or by reason of this Mortgage or the other Loan
      Documents.

     

    5.10 Notices.
      Any
      notices under or pursuant to this Mortgage shall be deemed duly received and
      effective if delivered in hand to any officer of agent of the Mortgagor or
      the
      Bank, or if mailed by registered or certified mail, return receipt requested,
      addressed to the Mortgagor or the Bank at the address set forth in this Mortgage
      or as any party may from time to time designate by written notice to the other
      party.

     

    5.11 Governing
      Law.
      This
      Mortgage shall be governed by Massachusetts law without giving effect to the
      conflicts of laws principles thereof.

     

    5.12 Reproductions.
      This
      Mortgage and all documents which have been or may be hereinafter furnished
      by
      the Mortgagor to the Bank may be reproduced by the Bank by any photographic,
      photostatic, microfilm, xerographic or similar process, and any such
      reproduction shall be admissible in evidence as the original itself in any
      judicial or administrative proceeding (whether or not the original is in
      existence and whether or not such reproduction was made in the regular course
      of
      business).

     

    5.13 Jurisdiction
      and Venue.
      The
      Mortgagor irrevocably submits to the nonexclusive jurisdiction of any Federal
      or
      state court sitting in Massachusetts, over any suit, action or proceeding
      arising out of or relating to this Mortgage. The Mortgagor irrevocably waives,
      to the fullest extent it may effectively do so under applicable law, any
      objection it may now or hereafter have to the laying of the venue of any such
      suit, action or proceeding brought in any such court and any claim that the
      same
      has been brought in an inconvenient forum. The Mortgagor hereby consents to
      process being served in any such suit, action or proceeding (i) by the mailing
      of a copy thereof by registered or certified mail, postage prepaid, return
      receipt requested, to the Mortgagor's address set forth herein or such other
      address as has been provided in writing to the Bank and (ii) in any other manner
      permitted by law, and agrees that such service shall in every respect be deemed
      effective service upon the Mortgagor.

     

    5.14 JURY
      WAIVER.
      THE MORTGAGOR AND THE BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY,
      AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL
      RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
      IN CONNECTION WITH THIS MORTGAGE, THE OBLIGATIONS, ALL MATTERS CONTEMPLATED
      HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO
      CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN
      NOT
      BE, OR HAS NOT BEEN WAIVED. THE MORTGAGOR CERTIFIES THAT
      NEITHER THE
      BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS
      REPRESENTED, EXPRESSLY
      OR OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF ANY
      SUCH PROCEEDING
      SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    EXECUTED
      under seal as of the date first above written.

     

     

    Witness:                                                     
      Mortgagor:

     

     

    /s/
      Jeffrey B. Bohnet                                    
      /s/
      Duane C. Bennett

    Jeffrey
      B. Bohnet     Duane
      C.
      Bennett

     

     

    


    


    COMMONWEALTH
      OF MASSACHUSETTS

     

    HAMPDEN,
      SS.         June
      4,
      2003

     

    Then
      personally appeared the above-named Duane
      C Bennett,
      and
      acknowledged the foregoing instrument to be the free act and deed of
Duane
      C Bennett,
      before
      me,

     

     

    /s/
      Jeffrey S. Bohnet, NOTARY PUBLIC 

    MY
      COMMISSION EXPIRES:     05/27/05 

    Jeffrey
      S. Bohnet    

    TYPE
      OR
      PRINT NAME

     

     

    
      
         

      

      
        11