HAWK CORP
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>l96737aexv10w4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<PAGE>

                                                                 Exhibit  10.4


                                     FORM OF
                        OPEN-END MORTGAGE SECURING FUTURE
                    AND/OR REVOLVING ADVANCES UP TO A MAXIMUM
                 PRINCIPAL AMOUNT OF FIFTY-THREE MILLION DOLLARS
                  ($53,000,000) PLUS ACCRUED INTEREST AND OTHER
               INDEBTEDNESS AS DESCRIBED IN 42 PA. C.S.A. SEC.8143


                               OPEN-END MORTGAGE,
                ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING

           (All notices to be given to Agent pursuant to 42 Pa. C.S.A.
    Sec.8143 shall be given as set forth in Section 16 of this Agreement.)


         THIS OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE
FILING (as the same may from time to time be amended, restated or otherwise
modified, this "Agreement") is made as of the ____ day of October, 2002, by
_____________________, a _______________ corporation ("Mortgagor") in favor of
JPMORGAN CHASE BANK, a national banking association, as Agent for the Lenders,
as hereinafter defined (in its capacity as agent, for the benefit of and on
behalf of the Lenders, "Agent").

         WHEREAS, HAWK CORPORATION, a Delaware corporation, and each of the
other Borrowers from time to time party to the Credit Agreement (collectively,
together with their respective successors and assigns, "Borrowers"), Agent, PNC
BANK, NATIONAL ASSOCIATION, as a documentation agent, FLEET CAPITAL CORP., as a
documentation agent, and the other entities identified on SCHEDULE 2.01 to the
Credit Agreement, as hereinafter defined (collectively, together with their
respective successors and assigns, "Lenders" and, individually, "Lender"), are
parties to that certain Credit Agreement, dated as of October __, 2002 (as the
same may from time to time be amended, restated, supplemented or otherwise
modified, the "Credit Agreement"; the capitalized terms defined therein and not
otherwise defined in this Agreement being used herein as therein defined),
pursuant to which the Lenders will, among other things, grant to Borrowers the
Loans, Letters of Credit, and other extensions of credit pursuant to the Credit
Agreement;

         WHEREAS, Mortgagor understands that the Lenders are willing to grant
such financial accommodations to the Borrowers, including the Mortgagor, only
upon certain terms and conditions, one of which is that Mortgagor execute and
deliver this Agreement and this Agreement is being executed and delivered in
consideration of each financial accommodation, granted to the Borrowers by Agent
and the Lenders and for other valuable considerations.

         NOW, THEREFORE, TO SECURE TO AGENT, for the benefit of the Lenders, all
of the following (collectively, the "Obligations"): (a) all obligations of the
Borrowers and the Guarantors to the Lenders and the Agent under the Credit
Agreement or any of the other Facility Documents, including, without limitation,
all indebtedness evidenced by the Notes; (b) all obligations under, or in
respect of the Letters of Credit and all Reimbursement Obligations, and
<PAGE>

all Foreign Exchange Obligations and Interest Rate Protection Obligations of the
Borrowers to the Lenders or the Agent, together with all accrued and unpaid
interest (including, without limitation, all interest that, but for the filing
of a petition in, or commencement of a case, proceeding or other action relating
to, bankruptcy, insolvency or reorganization of any Borrowers or any of its
Subsidiaries, would have accrued, whether or not a claim is allowed against such
Borrowers or Subsidiary for such interest in the related bankruptcy proceeding),
fees, expenses and charges payable by the Borrowers or the Guarantors under the
Credit Agreement or under any of the other Facility Documents; and (c) the
performance of the covenants and agreements of Mortgagor contained in this
Agreement,

         Mortgagor does hereby MORTGAGE, GRANT, CONVEY AND ASSIGN to Agent, for
the benefit of the Lenders, the real property described in EXHIBIT A attached
hereto and made a part hereof, together with all present and future right, title
and interest of Mortgagor therein or in any way appertaining thereto, and all
buildings, improvements and tenements now or hereafter erected on the property,
and all heretofore or hereafter vacated alleys and streets abutting the
property, and all easements, rights, appurtenances, rents, royalties, mineral,
oil and gas rights and profits, water, water rights, and water stock appurtenant
to the property, and all fixtures, machinery, equipment, engines, boilers,
incinerators, building materials, appliances and goods of every nature
whatsoever now or hereafter owned by Mortgagor and located in, or on, or used,
or intended to be used in connection with the property, including, but not
limited to, those for the purposes of supplying or distributing heating,
cooling, electricity, gas, water, air and light; all cranes and materials
handling equipment; and all elevators, and related machinery and equipment, fire
prevention and extinguishing apparatus, security and access control apparatus,
plumbing, bath tubs, water heaters, water closets, stoves, refrigerators,
dishwashers, disposals, washers, dryers, awnings, storm windows, storm doors,
screens, blinds, shades, curtains and curtain rods, mirrors, cabinets, paneling,
rugs, attached floor coverings, furniture, fixtures, equipment; and all rentals,
revenues, payments, repayments, deposits, income, charges and moneys derived
from the use, lease, sublease, rental or other disposition of the property and
the proceeds from any insurance or condemnation award pertaining thereto; and
all other property (tangible and intangible) now owned or hereafter acquired by
Mortgagor and used in, on or about the subject real estate or arising from the
operation of the property, all of which, including replacements and additions
thereto and proceeds therefrom, shall be deemed to be and remain a part of the
real property covered by this Agreement; and all of the foregoing, including
said real property, are herein referred to as the "Property".

         TO HAVE AND TO HOLD, Mortgagor represents and warrants that (i)
Mortgagor is lawfully seized of the estate hereby conveyed and has the right to
mortgage, grant, convey and assign the Property, (ii) the Property is
unencumbered except for the matters approved by Agent and the Lenders and
described on EXHIBIT B attached hereto and made a part hereof ("Permitted
Encumbrances"), and (iii) Mortgagor will warrant and defend generally the title
to the Property against all claims and demands whatsoever, except as aforesaid.

         Mortgagor and Agent, on behalf of the Lenders, covenant and agree as
follows:

         1. PAYMENT OF OBLIGATIONS. Mortgagor shall promptly pay and perform all
of the Obligations when due.



                                       2
<PAGE>

         2. OPEN-END MORTGAGE. This Agreement constitutes an "Open-End Mortgage"
under 42 Pa. C.S.A. Sec.8143 and secures obligations that include future and/or
revolving advances made pursuant to the Credit Agreement. The total amount of
the principal indebtedness that may be secured by this Agreement may increase or
decrease from time to time, but the total unpaid principal balance so secured at
any one time shall not exceed Fifty-Three Million Dollars ($53,000,000), plus
interest thereon, collection costs, sums advanced for the payment of taxes,
assessments, maintenance and repair charges, insurance premiums and any other
costs incurred to protect the security encumbered hereby or the lien of this
Agreement, expenses incurred by Agent or the Lenders or the existing and future
holders of the Notes by reason of any default by Mortgagor under the terms of
this Agreement, with interest on any such advances and disbursements, together
with all other sums secured hereby.

         3. INSURANCE. Mortgagor shall keep all improvements now existing or
hereafter erected on the Property insured against loss by fire and such other
hazards, casualties, and contingencies in such form, written by Mortgagor, in
such amounts, for such period, and against such risks as may be acceptable to
Agent, with provisions satisfactory to Agent, for payment of all losses
thereunder to Agent, for the benefit of the Lenders, and Mortgagor as its
interest may appear (loss payable endorsement in favor of Agent, for the benefit
of Lenders), and, if required by Agent, Mortgagor shall deposit the policies
with Agent. Any such policies of insurance shall provide for no fewer than
thirty (30) days prior written notice of cancellation to Agent. In the event of
foreclosure of this Agreement, all right, title, and interest of Mortgagor in
and to any insurance policies then in force shall pass to the purchaser at
foreclosure sale, and Agent is hereby appointed attorney in fact for Mortgagor
for the purpose of assigning and transferring such policies and receiving all or
any part of the proceeds therefrom. The insurance proceeds or any part thereof
may be applied by Agent, at Agent's option, either to the reduction of the
Obligations or to restoration or repair of the property damaged.

         4. FUNDS FOR TAXES, INSURANCE AND OTHER CHARGES. Upon default in
payment by Mortgagor of any of the following described items, or upon the
occurrence of an Event of Default, as hereinafter defined, Agent shall have the
right, at Agent's option, to require Mortgagor to pay to Agent on the first day
of each month, until the Obligations have been paid in full, a sum (herein
"Funds") equal to one-twelfth of (a) the yearly water and sewer rates and taxes
and assessments that may be levied on the Property and (b) the yearly premium
installments for fire and other hazard insurance, rent loss insurance (if
applicable) and such other insurance covering the Property as Agent may require
pursuant to the Credit Agreement, all as reasonably estimated initially and from
time to time by Agent on the basis of assessments and bills and reasonable
estimates thereof. Any waiver by Agent of a requirement that Mortgagor pay such
Funds may be revoked by Agent, in Agent's sole discretion, at any time upon
notice in writing to Mortgagor. Agent may require Mortgagor to pay to Agent, in
advance, such other Funds for other taxes, charges, premiums, assessments and
impositions in connection with Mortgagor or the Property that Agent shall
reasonably deem necessary to protect Agent's interests (herein "Other
Impositions"). Unless otherwise provided by applicable law, Agent, at Agent's
option, may require Funds for Other Impositions to be paid by Mortgagor in a
lump sum (not exceeding Other Impositions due for a one-year period) or in
periodic installments.

                  The Funds shall be held by Agent and shall be applied to pay
such rates, rents, taxes, assessments, insurance premiums and Other Impositions
so long as no Event of Default


                                       3
<PAGE>

has occurred. Agent shall make no charge for so holding and applying the Funds,
analyzing such account or for verifying and compiling said assessments and
bills, unless Agent pays Mortgagor interest, earnings or profits on the Funds
and applicable law permits Agent to make such a charge. Unless applicable law
requires interest, earnings or profits on the Funds to be paid, Agent shall not
be required to pay Mortgagor any interest, earnings or profits on the Funds.
Agent shall give to Mortgagor, without charge, an annual accounting of the Funds
showing credits and debits to the Funds and the purpose for which each debit to
such Funds was made. The Funds are pledged as additional security for the
Obligations and shall be subject to the right of set off.

                  If the amount of the Funds held by Agent at the time of the
annual accounting thereof shall exceed the amount deemed necessary by Agent to
provide for the payment of water and sewer rates, taxes, assessments, insurance
premiums, rents and Other Impositions, as such payments become due, Agent (in
its sole discretion) may either (i) return the amount of the excess to Mortgagor
or (ii) apply a part or all of such excess at such time or times as Agent may
elect to the Obligations. If, at any time, the amount of the Funds held by Agent
shall be less than the amount deemed necessary by Agent to pay water and sewer
rates, taxes, assessments, insurance premiums, rents and Other Impositions, as
such payments become due, Mortgagor shall, on demand, pay such deficiency. Upon
the occurrence of an Event of Default, Agent may apply, in any amount and in any
order as Agent shall determine, in Agent's sole discretion, any Funds held by
Agent at the time of application (A) to pay rates, rents, taxes, assessments,
insurance premiums and Other Impositions that are now or shall hereafter become
due; or (B) as a credit against sums secured by this Agreement. Upon release of
this Agreement and payment in full of the Obligations, Agent shall promptly
refund to Mortgagor any Funds held by Agent.

         5. CHARGES; MECHANICS LIENS. Mortgagor shall pay all water and sewer
rates, rents, taxes assessments, premiums, and Other Impositions (not being
diligently contested by Mortgagor (a) in a timely manner and (b) with the
support of adequate financial reserves), attributable to the Property. Mortgagor
shall promptly discharge any lien that has, or may have, priority over or
equality with, the lien of this Agreement, other than Permitted Encumbrances.

                  If a mechanic's lien is filed against the Property, Mortgagor
shall promptly notify Agent and, at Agent's request, shall deliver to Agent,
either of the following, at Mortgagor's option, (i) a cash deposit or (ii) an
indemnity bond satisfactory to Agent issued by a surety satisfactory to Agent,
in the amount claimed by any such lien, together with an additional sum
necessary to pay all costs, interest and penalties that may be payable in
connection therewith. Without Agent's prior written consent, Mortgagor shall not
allow any lien, encumbrance, or other interest in the Property to be perfected
against the Property, other than Permitted Encumbrances, unless Mortgagor is
then diligently contesting same and has, as to the lien, encumbrance or interest
being contested, complied with (i) or (ii) of the preceding sentence.

         6. PRESERVATION AND MAINTENANCE OF PROPERTY. Mortgagor (a) shall not
commit waste or permit impairment or deterioration of the Property; (b) shall
not abandon the Property; (c) shall, unless Agent withholds insurance proceeds
as security for or application to the Obligations as provided in the Credit
Agreement, restore or repair promptly and in a good and workmanlike manner all
or any part of the Property to the equivalent of its original condition, or such
other condition as Agent may approve in writing, in the event of any damage,
injury or loss thereto,


                                       4
<PAGE>

whether or not insurance proceeds are available to cover in whole or in part the
costs of such restoration or repair unless the improvements constituting the
Property are (i) totally destroyed, (ii) insurance has been maintained thereon
as required by this Agreement, and (iii) Agent applies the proceeds of such
insurance to payment of the Obligations; (d) shall keep the Property, including
improvements, fixtures, equipment, machinery and appliances, in good repair and
shall replace improvements, fixtures, equipment, machinery and appliances on the
Property owned by Mortgagor when necessary to keep such items in good repair;
(e) shall comply in all material respects with all laws, ordinances, regulations
and requirements of any governmental body applicable to the Property, including,
without limitation, the American with Disabilities Act, as it may be amended
from time to time; and (f) shall give notice in writing to Agent of, appear in
and defend, any action or proceeding purporting to affect the Property, the
security of this Agreement or the rights or powers of Agent, except for any such
action or proceeding caused by the gross negligence or intentional misconduct of
Agent. Unless required by applicable law or unless Agent has otherwise consented
in writing, neither Mortgagor nor any tenant or other Person shall remove,
demolish or alter any improvement now existing or hereafter erected on the
Property or any fixture (other than trade fixtures), equipment, machinery or
appliance in or on the Property owned by Mortgagor and used or intended to be
used in connection with the Property, except as permitted pursuant to the Credit
Agreement.

         7. USE OF PROPERTY. Unless required by applicable law or unless Agent
has otherwise agreed in writing, Mortgagor shall not allow changes in the use
for which all or any part of the Property was intended at the time this
Agreement was executed. Mortgagor shall not initiate or acquiesce in a change in
the zoning classification of the Property without Agent's prior written consent.

         8. PROTECTION OF AGENT'S SECURITY. If Mortgagor fails to perform the
covenants and agreements contained in this Agreement, or if any action or
proceeding is commenced that affects the Property or title thereto or the
interest of Agent therein, including, but not limited to, eminent domain,
insolvency, enforcement of local laws, or arrangements or proceedings involving
a bankrupt or decedent, then Agent, at Agent's option, may make such
appearances, disburse such sums and take such action as Agent deems necessary,
in its sole discretion, to protect the interests of Agent and the Lenders,
including, but not limited to, (a) disbursement of attorneys' fees; (b) entry
upon the Property to remedy any failure of Mortgagor to perform hereunder; and
(c) procurement of satisfactory insurance.

                  Any amounts disbursed by Agent pursuant to this Section 8,
with interest thereon, shall become part of the Obligations and shall be secured
by this Agreement. Unless Mortgagor and Agent agree in writing to other terms of
payment, such amounts shall be immediately due and payable and shall bear
interest from the date of disbursement, unless collection from Mortgagor of
interest at such rate would be contrary to applicable law, in which event such
amounts shall bear interest at the highest rate that may be collected from
Mortgagor under applicable law. Mortgagor hereby covenants and agrees that Agent
shall be subrogated to the lien of any mortgage or other lien discharged, in
whole or in part, by the Obligations. Nothing contained in this Section 8 shall
require Agent to incur any expense or take any action hereunder.

                  The procurement of insurance of the payment of taxes or other
liens or charges by Agent shall not be a waiver of the right of Agent or the
Lenders to accelerate the maturity of any


                                       5
<PAGE>

of the Obligations secured by this Agreement. Agent's receipt of any awards,
proceeds or damages under the insurance or condemnation provisions of the Credit
Agreement or this Agreement shall not operate to cure or waive any default in
payment of sums secured by this Agreement.

         9. CONDEMNATION. Mortgagor shall promptly notify Agent of any action or
proceeding relating to any condemnation or other taking, whether direct or
indirect, of the Property, or part thereof, and Mortgagor shall appear in and
prosecute any such action or proceeding unless otherwise directed by Agent in
writing. Mortgagor authorizes Agent, at Agent's option, as attorney-in-fact for
Mortgagor, to commence, appear in and prosecute, after the occurrence of an
Event of Default, in Agent's or Mortgagor's name, any action or proceeding
relating to any condemnation or other taking of the Property, whether direct or
indirect, and to settle or compromise any claim in connection with such
condemnation or other taking. The proceeds of any award, payment or claim for
damages, direct or consequential, in connection with any condemnation or other
taking, whether direct or indirect, of the Property, or part thereof, or for
conveyances in lieu of condemnation, are hereby assigned to and shall be paid to
Agent.
         With the consent of Agent, which consent may be withheld in Agent's
sole discretion, Mortgagor may apply such awards, payments, proceeds or damages,
after the deduction of Agent's expenses incurred in the collection of such
amounts, to restoration or repair of the Property. Otherwise, such sums so
received shall be applied to payment of the Obligations. Mortgagor agrees to
execute such further evidence of assignment of any awards, proceeds, damages or
claims arising in connection with such condemnation or taking as Agent may
reasonably require.

         10. ESTOPPEL CERTIFICATE. Mortgagor shall, within ten (10) days of a
written request from Agent, furnish Agent with a written statement, duly
acknowledged, setting forth the sums secured by this Agreement and any right of
set-off, counterclaim or other defense that exists against such sums and any
Obligations.

         11. UNIFORM COMMERCIAL CODE AND FIXTURE FILING. This Agreement shall
also constitute a "fixture filing" under the Uniform Commercial Code, as adopted
in Pennsylvania for the purpose of perfecting Agent's security interest in all
of Mortgagor's property now owned or hereafter acquired which is or becomes a
"fixture" to the Property under the Uniform Commercial Code, as in effect from
time to time in Pennsylvania, with the names and addresses of the "debtor" and
"secured party" for such purpose being:

                  Debtor:               ________________________________

                                        ________________________________

                                        ________________________________
                                        Attn:  President

                  Secured Party:        JPMorgan Chase Bank, as Agent
                                        One Chase Square, CS-5
                                        Rochester, New York 14643


                                       6
<PAGE>

         12. LEASES OF THE PROPERTY. Mortgagor shall comply with and observe
Mortgagor's obligations as landlord or as tenant, as the case may be, under any
leases of the Property or any part thereof. Mortgagor shall furnish Agent with
executed copies of the leases now existing or hereafter made of all or any part
of the Property, and all future leases and amendments or modifications thereto
shall be subject to Agent's prior written approval. Unless otherwise directed by
Agent, all leases of the Property made after the date hereof shall specifically
provide that such leases are subordinate to this Agreement; that the tenant
attorns to Agent, such attornment to be effective upon Agent's acquisition of
title to the Property; that the tenant agrees to execute such further evidences
of attornment as Agent may from time to time request; and that the attornment of
the tenant shall not be terminated by foreclosure. Mortgagor shall not, without
Agent's written consent, execute, modify, surrender or terminate, either orally
or in writing, any lease hereafter made of all or any part of the Property,
permit an assignment or sublease of such a lease, or request or consent to the
subordination of any lease of all or any part of the Property to any lien
subordinate to this Agreement, provided that such leases are on commercially
reasonable terms. If Mortgagor becomes aware that any tenant proposes to do, or
is doing, any act or thing that may give rise to any right to set-off against
rent, Mortgagor shall (a) take such steps as shall be reasonably calculated to
prevent the accrual of any right to a set-off against rent, (b) notify Agent
thereof and of the amount of said set-offs, and (c) within twenty (20) days
after such accrual, reimburse the tenant who shall have acquired such right to
set-off or take such other steps as shall effectively discharge such set-off and
as shall assure that rents thereafter due shall continue to be payable without
set-off or deduction.

         13. REMEDIES CUMULATIVE. Each remedy provided in this Agreement is
distinct and cumulative to all other rights or remedies under this Agreement or
the Credit Agreement or afforded by law or in equity, and may be exercised
concurrently, independently, or successively, in any order whatsoever.

         14. TRANSFERS OF THE PROPERTY; CHANGES IN CONTROL OR OWNERSHIP OF
MORTGAGOR. Except as expressly permitted pursuant to the Credit Agreement,
Mortgagor shall not (a) voluntary or involuntary sell, lease, exchange, assign,
convey, transfer or otherwise dispose of all or any portion of the Property (or
any interest therein), or all or any of the beneficial ownership interest in
Mortgagor, or (b) convey to any Person, other than Agent, a security interest in
the Property or any part thereof or voluntarily or involuntarily permit or
suffer the Property to be further encumbered.

         15. CREDIT AGREEMENT PROVISIONS. Mortgagor agrees to comply with the
covenants and conditions of the Credit Agreement that is hereby incorporated by
reference in and made a part of this Agreement. All sums disbursed by Agent to
protect the security of this Agreement shall be treated as Related Expenses. All
such sums shall bear interest from the date of disbursement. In the event of any
conflict or inconsistency between this Agreement and the Credit Agreement, the
terms of the Credit Agreement shall control. As used herein, "Related Expenses"
shall mean any and all reasonable costs, liabilities and expenses (including,
without limitation, losses, damages, penalties, claims, actions, reasonable
attorneys' fees, legal expenses, judgments, suits and disbursements) (a)
incurred by Agent, or imposed upon or asserted against Agent or any Lender, in
any attempt by Agent and the Lenders to (i) obtain, preserve, perfect, or
enforce any security interest evidenced by this Agreement, the Credit Agreement,
any Credit Document, or any other document, instrument or agreement executed in
connection with any of


                                       7
<PAGE>

the foregoing; (ii) obtain payment, performance or observance of any and all of
the Obligations; or (iii) maintain, insure, audit, collect, preserve, repossess
or dispose of any of the Property or any other collateral securing the
Obligations, including, without limitation, costs and expenses for appraisals,
assessments and audits of the Borrowers or any such collateral; or (b)
incidental or related to (a) above, including, without limitation, interest
thereupon from the date incurred, imposed or asserted until paid.

         16. NOTICE. Except as otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
telegraphic, telex, facsimile transmission or cable communication) and mailed,
telegraphed, telexed, transmitted, cabled or delivered, if to Mortgagor, at
___________________, Attn: Vice President-Finance, if to any Lender, at its
address specified for such Lender on SCHEDULE 2.01 to the Credit Agreement, and
if to Agent, at the JPMorgan Chase Office, as defined in the Credit Agreement;
or at such other address as shall be designated by any party in a written notice
to the other parties hereto. All such notices and communications shall be
mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight
courier, and shall be effective when received. Notwithstanding the foregoing,
(a) all notices given to Agent by any person or entity (other than Mortgagor)
pursuant to 42 Pa. C.S.A. sec.8143(c) or (d) shall be in writing and shall be
sent exclusively by registered or certified mail, return receipt mail, return
receipt requested, to Agent at the address set forth above, and (b) all notices
given by Mortgagor to Agent pursuant to 42 Pa. C.S.A. sec.8143(c) shall be given
to Agent in writing, by registered or certified mail, return receipt requested,
and must be signed by all parties necessary to bind Mortgagor in accordance with
all applicable documents of formation of Mortgagor and all applicable laws.

         17. SUCCESSORS AND ASSIGNS BOUND; AGENTS; CAPTIONS. The covenants and
agreements herein contained shall bind, and the rights hereunder shall inure to,
the respective successors and permitted assigns of Agent, the Lenders and
Mortgagor. In exercising any rights hereunder or taking any actions provided for
herein, Agent may act through its employees, agents or independent contractors
as authorized by Agent. The captions and headings of the Sections of this
Agreement are for convenience only and are not to be used to interpret or define
the provisions hereof.

         18. GOVERNING LAW; SEVERABILITY. This Agreement shall be governed by
the laws of the State of Pennsylvania, without regard to principles of conflicts
of laws. In the event that any provision of this Agreement conflicts with
applicable law, such conflict shall not affect other provisions of this
Agreement that can be given effect without the conflicting provisions, and to
this end the provisions of this Agreement are declared to be severable.

         19. WAIVER OF MARSHALING. In the event of foreclosure of the lien of
this Agreement, the Property may be sold in one or more parcels or as an
entirety as Agent may elect.

                  Notwithstanding the existence of any other security interests
in the Property held by Agent, or by any other Person, Agent shall have the
right to determine the order in which any or all of the Property shall be
subjected to the remedies provided herein. Agent shall have the right to
determine the order in which any or all of the Obligations are satisfied from
the proceeds realized upon the exercise of the remedies provided herein.
Mortgagor, any Person that consents to this Agreement, and any Person that now
or hereafter acquires a security interest in the


                                       8
<PAGE>

Property and that has actual or constructive notice hereof, hereby waives any
and all right to require the marshaling of assets in connection with the
exercise of any of the remedies permitted by applicable law or provided herein.

         20. ASSIGNMENT OF RENTS; APPOINTMENT OF RECEIVER; AGENT IN POSSESSION.
Mortgagor hereby absolutely and unconditionally assigns and transfers to Agent
all of the leases, rents and revenues of the Property, including those now due,
past due, or to become due by virtue of any lease or other agreement for the
occupancy or use of all or any part of the Property, regardless to whom the
rents and revenues of the Property are payable. Although this Agreement is a
present assignment, Agent shall not exercise any of the rights or powers herein
conferred upon it until an Event of Default shall have occurred. Mortgagor
hereby authorizes Agent or Agent's agents to collect the aforesaid rents and
revenues and hereby directs each tenant of the Property to pay such rents to
Agent or Agent's agents. Upon the occurrence of an Event of Default, and without
the necessity of Agent entering upon and taking and maintaining full control of
the Property in person, by agent or by a court appointed receiver, Agent shall
immediately be entitled to possession of all rents and revenues of the Property
as specified in this Section 20 as the same become due and payable (including
but not limited to rents then due and unpaid) and all such rents received by
Mortgagor shall immediately, upon delivery of such notice, be held by Mortgagor,
as trustee for the benefit of Agent only. This Section 20 may be supplemented by
a separate assignment of leases and rents agreement entered into by and between
Agent and Mortgagor, which instrument shall set forth more fully Agent's rights
with respect to the leases, rents and revenue of the Property.

         21. ASSIGNMENT OF CONSTRUCTION RIGHTS. From time to time, as Agent
deems necessary to protect its interests, Mortgagor shall, upon request of
Agent, execute and deliver to Agent, in such form as Agent shall direct,
assignments of any and all rights or claims that relate to the construction of
improvements on the Property and which Mortgagor may have against any Person
supplying or who has supplied labor, materials or services in connection with
construction of the Property.

         22. EVENT OF DEFAULT; ACCELERATION; REMEDIES. Each of the following
shall constitute an Event of Default hereunder, (a) if any Event of Default, as
defined in the Credit Agreement, occurs under the Credit Agreement, (b)
Mortgagor shall at any time deliver or cause to be delivered to Agent a notice
pursuant to 42 Pa. C.S.A. sec.8143 electing to limit the indebtedness secured by
this Agreement, or (c) if Mortgagor defaults in the performance or observance of
any of the covenants or agreements of Mortgagor contained in this Agreement . In
addition to any other right or remedy that Agent may now or hereafter have at
law or in equity, upon the occurrence of an Event of Default, Agent shall have
the right and power (i) to foreclose upon this Agreement and the lien hereof;
(ii) to sell the Property according to law at one or more sales as an entirety
or in parcels, if applicable, and at such time and place upon such terms and
conditions and after such notices thereof as may be required by law; (iii) to
enter upon and take possession of the Property; and (iv) apply for the
appointment of a receiver, trustee, liquidator or conservator of the Property,
without notice and without regard for the adequacy of the security for the
Obligations and without regard for the solvency of Mortgagor or the Borrowers or
any other Person liable for the payment of the Obligations, or any thereof. If
all sums secured by this Agreement become immediately due and payable in
accordance with this Section, Agent, at Agent's option, may foreclose this
Agreement by judicial proceeding and may invoke any other


                                       9
<PAGE>

remedies permitted by applicable law or as provided herein. Agent shall be
entitled to collect all costs and expenses incurred in pursuing such remedies,
including, but not limited to, costs of documentary evidence abstracts, title
reports and attorneys' fees.

         23. INDEMNIFICATION. Mortgagor shall protect, indemnify and save
harmless Agent and the Lenders from and against all liabilities and expenses
(including, without limitation, reasonable attorneys' fees and expenses,
including those incurred in connection with appellate, bankruptcy and
post-judgment proceedings) imposed upon or incurred by or asserted against Agent
or any Lender, and not caused by the gross negligence or intentional misconduct
of Agent or such Lender, by reason of (a) ownership of this Agreement, the
Property or any interest therein or receipt of any rents, (b) any accident,
injury to or death of persons or loss of or damage to property occurring in, on
or about the Property or any part thereof or on the adjoining sidewalks, curbs,
adjacent property or adjacent parking areas or streets, (c) any use, non-use or
condition in, on or about the Property, or any part thereof, or on the adjoining
sidewalks, curbs, adjacent property, parking areas or streets, (d) any failure
on the part of Mortgagor to perform or comply with any of the terms of this
Agreement, or (e) the performance of any labor or services or the furnishing of
any materials or other property in respect of the Property or any part thereof.
The obligations of Mortgagor under this Section 23 shall survive any termination
or satisfaction of this Agreement.

         24. HAZARDOUS WASTE COVENANTS AND INDEMNIFICATION.

                  (a) Mortgagor covenants and warrants that Mortgagor's use of
the Property shall at all times comply with and conform, in all material
respects, to all laws, statutes, ordinances, rules and regulations of any
governmental, quasi-governmental or regulatory authority now or hereafter in
effect ("Laws") which relate to the transportation, storage, placement,
handling, treatment, discharge, release, generation, production or disposal
(collectively "Treatment") of any waste, waste products, petroleum or petroleum
based products, radioactive materials, poly-chlorinated biphenyls, asbestos,
hazardous materials or substances of any kind, pollutants, contaminants and any
substance which is regulated by any law, statute, ordinance, rule or regulation
(collectively "Waste"). Mortgagor further covenants that it shall not engage in
or permit any Person to engage in any Treatment of any Waste on or that affects
the Property except for activities which comply with all Laws in all material
respects.

                  (b) Except as specifically disclosed to Agent in writing in
any schedule to the Credit Agreement, Mortgagor has no actual knowledge that the
Property is the subject of any Notice, as hereinafter defined, from any
governmental authority or Person.

                  (c) Promptly upon receipt of any Notice from any Person,
Mortgagor shall deliver to Agent a true, correct and complete copy of any
written Notice or a true, correct and complete report of any non-written Notice.
Additionally, Mortgagor shall notify Agent immediately after having knowledge or
Notice of any Waste in or affecting the Property. "Notice" shall mean any note,
notice, information, or report of any of the following:

                           (i) any suit, proceeding, investigation, order,
         consent order, injunction, writ, award or action related to or
         affecting or indicating the Treatment of any Waste in or affecting the
         Property;


                                       10
<PAGE>
                           (ii) any spill, contamination, discharge, leakage,
         release, threatened release, or escape of any Waste in or affecting the
         Property, whether sudden or gradual, accidental or anticipated, or of
         any other nature ("Spill");

                           (iii) any dispute relating to Mortgagor's or any
         other Person's Treatment of any Waste or any Spill in or affecting the
         Property;

                           (iv) any claims by or against any insurer related to
         or arising out of any Waste or Spill in or affecting the Property;

                           (v) any recommendations or requirements of any
         governmental or regulatory authority, insurer or board of underwriters
         relating to any Treatment of Waste or a Spill in or affecting the
         Property;

                           (vi) any legal requirement or deficiency related to
         the Treatment of Waste or any Spill in or affecting the Property; or

                           (vii) any tenant, licensee, concessionaire, manager,
         or other Person occupying or using the Property or any part thereof
         which has engaged in or engages in the Treatment of any Waste in or
         affecting the Property in violation of applicable Laws.

                  (d) In the event that (i) Mortgagor has caused, suffered or
permitted, directly or indirectly, any Spill in or affecting the Property during
the term of this Agreement, or (ii) any Spill of any Waste has occurred on the
Property during the term of this Agreement, then Mortgagor shall immediately
take all of the following actions:

                           (A) notify Agent, as provided herein;

                           (B) take all steps necessary or appropriate to clean
         up such Spill and any contamination related to the Spill, all in
         accordance with the requirements, rules or regulations of any local,
         state or federal governmental or regulatory authority or agency having
         jurisdiction over the Spill; provided that Mortgagor may contest any
         such requirement, rule or regulation by appropriate proceedings
         diligently and in good faith, so long as (1) Mortgagor provides Agent,
         at Mortgagor's cost, such sureties, performance bonds and other
         assurances as Agent may from time to time request in respect of such
         Spill and contamination and the cleanup thereof, (2) any governmental
         or other action against Mortgagor and the Property is effectively
         stayed during Mortgagor's efforts so to contest, and (3) in Agent's
         determination, a delay in such clean-up will not result in or increase
         any loss or liability to Agent;

                           (C) restore the Property, provided that such
         restoration shall be no less than, but need not be more than, what is
         otherwise required by applicable federal, state or local law or
         authorities;

                           (D) allow any local, state or federal governmental or
         regulatory authority or agency having jurisdiction thereof to monitor
         and inspect all cleanup and restoration related to such Spill; and


                                       11
<PAGE>

                           (E) at the written request of Agent, post a bond or
         obtain a letter of credit for the benefit of Agent (drawn upon a
         company or bank satisfactory to Agent) or deposit an amount of money in
         an escrow account under Agent's name upon which bond, letter of credit
         or escrow Mortgagor may draw, and which bond, letter of credit or
         escrow shall be in an amount sufficient to meet all of Mortgagor's
         obligations under this Section 24; and Agent shall have the unfettered
         right to draw against the bond, letter of credit or escrow in its
         discretion in the event that Mortgagor is unable or unwilling to meet
         its obligation under this Section 24 or, if Mortgagor fails to post a
         bond or obtain a letter of credit or deposit such cash as is required
         herein, then Agent, at Mortgagor's cost and expense, may, but shall
         have no obligation to do so for the benefit of Mortgagor and do those
         things that Mortgagor is required to do under clauses (B), (C) and (D)
         of this subsection (d).

                  (e) Mortgagor hereby agrees that it shall indemnify, defend,
save and hold harmless Agent and the Lenders and their respective officers,
directors employees, agents, successors, assigns and affiliates (collectively,
"Indemnified Parties") against and from, and to reimburse the Indemnified
Parties with respect to, any and all damages, claims, liabilities, losses, costs
and expenses (including, without limitation, reasonable attorneys', engineers'
and consultants' fees and expenses, court costs, administrative costs, costs of
appeals and all clean up, administrative, fines, penalties and enforcement costs
of applicable governmental agencies) that are incurred by or asserted against
the Indemnified Parties by reason or arising out of: (i) the breach of any
representation, warranty or undertaking of Mortgagor under this Section 24, or
(ii) the Treatment of any Waste by Mortgagor or any tenant, licensee,
concessionaire, manager, or other Person occupying or using the Property, in or
affecting the Property, or (iii) any Spill governed by the terms of this Section
24.

                  (f) The obligations of Mortgagor under this Section 24 shall
survive any termination or satisfaction of this Agreement.

         25. PRIORITY OF MORTGAGE LIEN. Agent, at Agent's option, is authorized
and empowered to do all things provided to be done by a mortgagee under
Pennsylvania law, and any present or future amendments or supplements thereto,
as in effect from time to time, for the protection of Agent's interests in the
Property.

         26. ADJUSTMENTS TO MAXIMUM LIABILITY. Anything in this Agreement to the
contrary notwithstanding, in no event shall the amount of the Obligations
secured by this Agreement exceed the maximum amount that (after giving effect to
the incurring of the obligations hereunder and to any rights to contribution of
Mortgagor from other affiliates of the Borrowers) would not render the rights to
payment of Agent and the Lenders hereunder void, voidable or avoidable under any
applicable fraudulent transfer law.


                  [Remainder of page intentionally left blank]


         27. JURY TRIAL WAIVER. MORTGAGOR, AGENT AND THE LENDERS WAIVE ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE, AMONG THEM



                                       12
<PAGE>

ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

         IN WITNESS WHEREOF, Mortgagor has executed this Agreement as of the day
and year first set forth above.

                                      MORTGAGOR:

                                      _________________________________________


                                      By  _____________________________________
                                      Name: ___________________________________
                                      Title: __________________________________



                                      ATTEST:


                                      Name: ___________________________________
                                      Title: __________________________________



I certify that the address of
Agent is:




______________________________
On Behalf of Agent




                                       13
<PAGE>


STATE OF OHIO                 )
                              ) SS:
COUNTY OF CUYAHOGA            )


         On this ____day of October, 2002, before me, a Notary Public in and for
said County and State, personally appeared ____________________________________,
the ______________________ of __________________, a _______________ corporation,
who acknowledged the signing of the foregoing instrument on behalf of said
corporation to be her/his free act and deed and the free act and deed of said
corporation for the uses and purposes set forth therein.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal
at _____________.

                                            ___________________________________
                                            Notary Public



                            CERTIFICATE OF RESIDENCE


         The undersigned certifies that the residence of Agent _______________.


                                            ___________________________________


<PAGE>


                                   EXHIBIT A

                                LEGAL DESCRIPTION



<PAGE>


                                    EXHIBIT B

                             PERMITTED ENCUMBRANCES


</TEXT>
</DOCUMENT>
