TD BANK MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT

After recording, please return to:

(i)            all equipment, machinery, fixtures, furniture, furnishings, computers and related equipment, office equipment and supplies, tools, jigs, dies, manufacturing implements, forklifts, trucks, trailers, railcars, barges and other vehicles, all personalty relating to the ownership, maintenance, operation and enjoyment of the Premises for any lawful purpose, (the foregoing items in this clause (i) being sometimes hereinafter collectively referred to as the "Equipment");

(ii)           all permits, licenses, variances, approvals and franchises relating to or arising out of the operation of the Mortgaged Property (as hereinafter defined), all contract rights of the Mortgagor under leases of Equipment located on or used in connection with the Mortgaged Property, and all books, records, plans, specifications, good will, actions and causes of action relating to or arising out of the operation of the Mortgaged Property (the foregoing items in this clause (ii) being sometimes hereinafter collectively referred to as the "Intangibles");

(iii)          all right, title and interest of the Mortgagor in and under all leases, subleases, occupancy agreements, lettings, tenancies and licenses, if any, of the Premises or any part thereof now or hereafter entered into and all amendments, extensions and renewals thereof, all security therefor, and all moneys payable thereunder (the foregoing items in this clause (iii) being sometimes hereinafter collectively referred to as the "Leases");

(iv)          all rents, income, issues, profits, deposits, security deposits, escrows, reserves and other moneys and benefits to which the Mortgagor may now or hereafter be entitled from all or any part of the Premises and/or the Related Personalty (the foregoing items in this clause (iv) being sometimes hereinafter collectively referred to as the "Property Income"); and

(v)           all proceeds, judgments, claims, compensation, awards of damages and settlements with respect to or hereafter made as a result of or in lieu of any Taking (as hereinafter defined) of the Premises and/or the Related Personalty, all proceeds of insurance (including rental interruption insurance) maintained with respect to any component of the Mortgaged Property, any casualty loss of or damage to the Premises and/or the Related Personalty, all refunds with respect to the payment of Impositions (as hereinafter defined), and all other proceeds of the conversion, voluntary or involuntary, of the Mortgaged Property (as hereinafter defined) or any part thereof into cash or liquidated claims (the foregoing items in this clause (v) being sometimes hereinafter collectively referred to as the "Proceeds").The Premises and the Related Personalty are sometimes hereinafter collectively referred to as the "Mortgaged Property."

1.       Definition of Terms .

1.1.    Certain Definitions .  As used in this Mortgage, the terms set forth below shall have the following meanings:

(a)   principal of and premium, if any, and interest on and fees (including, without limitation, the Origination Fee, the Commitment Fee, the Term Loan A Commitment Fee, and all other fees from time to time due from Mortgagor pursuant to the Loan Agreement) and other amounts payable with respect to the Term A Note, the Term B Note, or the Revolving Credit Note (or any of them), all Derivative Contracts and any guarantees thereof; and

(b)   any and all other indebtedness and obligations of the Mortgagor and/or any of its Subsidiaries under the Loan Agreement or under any other agreement, document or instrument relating thereto, including, without limitation, all Derivative Contracts, all as amended, modified or supplemented from time to time, related in any way to the Term A Note, the Term B Note or the Revolving Credit Note (or any of them) or Derivative Contracts.

1.2.           Other Capitalized Terms, Certain Usages and Gender .  Other capitalized terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.  The terms "include" and "including" shall be construed as if followed by the phrase "without limitation."  All terms contained herein shall be construed, whenever the context of this Mortgage so requires, so that the singular number shall include the plural, and the plural the singular, and the use of any gender shall include all genders.

2.              Warranties, Covenants and Representations of the Mortgagor .  In addition to the warranties and representations and covenants and agreements contained in the Loan Documents, the Mortgagor hereby warrants and represents to and covenants and agrees with the Mortgagee as follows:

2.1.           Payment and Performance of the Secured Obligations .  The Mortgagor shall punctually pay and perform the Secured Obligations at the times and in the manner provided in the Loan Documents, all payments to be made in lawful money of the United States of America.

2.2.           Title to the Mortgaged Property .  The Mortgagor (a) is the sole and exclusive owner of the Mortgaged Property and has good and marketable fee simple absolute title to the Premises and good and indefeasible title to the balance of the Mortgaged Property, free from any Liens (including any restrictions on transfer thereof), Leases and other encumbrances, other than (i) the Liens arising hereunder and (ii) Permitted Encumbrances; and (b) will forever warrant and defend the Mortgaged Property, and the validity and first priority of the Lien created or intended to be created hereby, against all claims and demands of all Persons at any time claiming the same or any interest therein.

2.3.           Maintenance, Operation, Inspection and Use of the Mortgaged Property .  The Mortgagor shall maintain the Mortgaged Property in present condition and from time to time make all needful and proper repairs, renewals and replacements.  The Mortgagor shall comply with all Legal Requirements applicable to the Mortgaged Property (including all Environmental Laws) and all covenants, conditions and restrictions applicable to the Mortgaged Property (including Permitted Encumbrances), and shall permit the Mortgagee to enter upon and inspect the Mortgaged Property upon request from time to time.  The Mortgagor shall not (a) change the use of the Mortgaged Property or cause or permit the use or occupancy of any part of the Mortgaged Property to be discontinued if such changed use or discontinuance would violate any permit, approval, Permitted Encumbrance or zoning, land use or other law, ordinance or regulation, (b) consent to any zoning reclassification, modification or restriction adversely affecting the Premises or (c) threaten, commit or permit any waste, structural or material alteration, demolition or removal of the Mortgaged Property or any part thereof.  

2.4.           Insurance; Repair and Restoration .

(a)           The Mortgagor shall keep or cause to be kept the Mortgaged Property insured against damage by fire and the other hazards covered by an all-risk coverage insurance policy for the full insurable value thereof (which shall mean the full repair and replacement value thereof) without reduction for depreciation or co-insurance and in no event less that $2,500,000, subject to any limitation of applicable law.  The Mortgagor shall also maintain or cause to be maintained public liability insurance with respect to the Mortgaged Property provided for limits of liability in amounts satisfactory to the Mortgagee for both injury to and death of Persons or individuals and for property damage.  The Mortgagee may require the Mortgagor to obtain such other insurance, including business interruption, flood, earthquake, war risk, nuclear explosion, demolition and contingent liability from the operation of “nonconforming” improvements of the Mortgaged Property, all within 10 days after demand by the Mortgagee, and the Mortgagor shall maintain or cause to be maintained such other coverages, in such amounts, as may from time to time be required under the Loan Agreement.  The Mortgagor shall not maintain any separate or additional insurance, unless it is properly endorsed and otherwise reasonably satisfactory to the Mortgagee in all respects.  The proceeds of insurance paid on account of any damage or destruction to the Mortgaged Property or any part thereof shall be paid over to the Mortgagee to be applied as hereinafter provided.

(b)           All insurance policies (collectively, the “Insurance Policies”) required pursuant to this Mortgage shall be endorsed to name the Mortgagee as an additional insured and loss payee, as the case may be, thereunder, as its interests may appear, without contribution, under a long-form, non-contributory mortgagee clause, or otherwise endorsed as the Mortgagee may reasonably require.  All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the State, with the highest or second highest rating available from A.M. Best Company or an equivalent Person, as shall be approved by the Mortgagee or otherwise comparable to the insurance in place at the time this Mortgage is recorded.  Without limiting the foregoing, each policy shall provide that such policy may not be cancelled or materially changed except upon 30 days prior written notice to the Mortgagee of intention of non-renewal, cancellation or material change, and that no act or thing done by the Mortgagor or the Mortgagee shall invalidate the policy as against the Mortgagee.  The Mortgagor shall deliver or cause to be delivered all original policies, or copies thereof certified by the insurance company or authorized agent as being true copies, to the Mortgagee (together with the endorsements thereto required hereunder) upon request by the Mortgagee.  If the Mortgagor fails to maintain insurance as required by this Mortgage, the Mortgagee may, but shall not be obligated to, maintain such insurance.

(c)           In the event of any damage or destruction to the Mortgaged Property, promptly following Mortgagor gaining knowledge of the same the Mortgagor shall give written notice to the Mortgagee.  In case of loss or damage covered by any of the Insurance Policies, the Mortgagee (or, after entry of decree of foreclosure, the purchaser at the foreclosure sale or decree creditor, as the case may be) is hereby authorized at its option either (i) to settle and adjust any claim under such Insurance Policies without the consent of the Mortgagor, or (ii) to allow the Mortgagor to settle and adjust such claim; provided that in either case the Mortgagee shall, and is hereby authorized to, collect and receipt for any such insurance proceeds; and the expenses incurred by the Mortgagee in the adjustment and collection of insurance proceeds shall be deemed Secured Obligations, and shall be reimbursed to the Mortgagee upon demand or may be deducted by the Mortgagee from said insurance proceeds prior to any other application thereof.  Each insurance company which has issued an Insurance Policy is hereby authorized and directed to make payment for all losses covered by an Insurance Policy to the Mortgagee alone, and not to the Mortgagee and the Mortgagor jointly.  Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing the Mortgagor may adjust and settle any claim under such Insurance Policies without the consent of the Mortgagee so long as the cost of Restoration with respect to such claims does not exceed Two Hundred Fifty Thousand Dollars ($250,000).

(d)           In the event of foreclosure of this Mortgage or other transfer of title to or assignment of the Mortgaged Property toward extinguishment, in whole or in part, of the Secured Obligations, all right, title and interest of the Mortgagor in and to all policies of insurance required by this Mortgage and any proceeds thereof shall inure to the benefit of and pass to the Mortgagee or any purchaser or transferee of the Mortgaged Property, as the case may be.

(e)           The Mortgagor hereby irrevocably appoints the Mortgagee as the Mortgagor’s attorney-in-fact, coupled with an interest, to be used during the continuance of an Event of Default to endorse any checks, drafts or other instruments representing any insurance proceeds, whether payable by reason of loss thereunder or otherwise.

2.5.           Condemnation .  The Mortgagor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation, taking or purchase in lieu thereof, of the Mortgaged Property or any part thereof (each, a "Taking"), shall notify the Mortgagee of the pendency of such proceedings.  The Mortgagee may participate in such proceedings, and the Mortgagor from time to time shall deliver to the Mortgagee all instruments requested by it to permit such participation.  The Mortgagee is hereby irrevocably appointed as the Mortgagor's attorney-in-fact, coupled with an interest, with power to collect and receive, the proceeds of any Taking, and, to make any compromise or settlement in connection with such proceedings.  In any event, the Mortgagor shall not adjust, compromise or settle such proceedings and shall not enter into any agreement with respect to such matters without the prior written consent of the Mortgagee (which consent shall not be unreasonably withheld, delayed or conditioned).  The Mortgagor, upon written request by the Mortgagee, shall execute and deliver any and all instruments from time to time reasonably requested for the purposes of confirming the foregoing assignment to the Mortgagee.  The proceeds of any Taking shall be applied to or toward the Secured Obligations.

2.6.           Application of Proceeds of Casualty .

(a)           The Mortgagee shall permit the application of the proceeds of Insurance Policies consequent upon any casualty to the cost of restoring, repairing, replacing or rebuilding the loss or damage caused by such casualty (collectively “Restoration”) if and so long as the following conditions are met:

(i)              the Restoration is accomplished in accordance with the terms of Section 2.6(c) provided that if the cost of the Restoration does not exceed Two Hundred Fifty Thousand Dollars ($250,000) then the proceeds shall be paid directly to the Mortgagor who will promptly and in a good and workmanlike manner complete the Restoration;

(ii)           the cost of the Restoration (as estimated by the Mortgagee) does not exceed more than fifty percent (50%) of the outstanding aggregate principal balance of the Secured Obligations at the time of the casualty;

(iii)          there is no Default or event which, with the giving of notice or passage of time, or both, would constitute a Default; and

(iv)          the Restoration can be completed within one year after the casualty and at least six (6) months prior to maturity of the Note.  If the conditions set forth in clauses (1) through (4) of this section 2.6(a) are not satisfied, the Mortgagee may, in its sole discretion, elect to apply all or any part of the proceeds of Insurance Policies consequent upon such casualty to or toward the Secured Obligations.

(b)          Whether or n