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20�201420 Delaware limited liability company ("ITW LLC", together with ICE and IC LLC, the "ICE Borrowers"), Grantor, as a guarantor, and certain other guarantors party thereto, certain lenders from time to time party thereto (the "ICE Lenders" and together with the NEC Lenders, the "Lenders") and RBS Citizens, N.A., as agent (the "ICE Agent") for itself and the ICE Lenders. C. The terms of the Credit Agreements are incorporated by reference in this Deed of Trust as if the terms thereof were fully set forth herein. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in each Credit Agreement. D. Pursuant to the Credit Agreements, the Lenders have severally agreed to make loans to Grantor and ICE Borrowers in the aggregate principal amount of $96,420,000 (collectively, the "Loans"), upon the terms and subject to the conditions set forth in the applicable Credit Agreement. E. Grantor will derive substantial direct and indirect benefit from Loans. F. Grantor is the owner of the fee simple estate in the parcel(s) of real property described on Schedule A attached hereto and made a part hereof (the "Land") and all of the buildings, improvements, structures and fixtures now or subsequently located on the Land (collectively, the "Improvements"; the Land and the Improvements being collectively referred to herein as the "Real Estate"). G. It is a condition precedent to the obligation of the Lenders to make the Loans to the Grantor and ICE Borrowers under the Credit Agreements that Grantor shall execute and deliver this Deed of Trust to the Public Trustee for the benefit of the Lenders. H. To secure to Beneficiary (a) the repayment of the Indebtedness evidenced by the Notes dated as of May 7, 2010 issued by Grantor to NECC Lenders, and any replacement or supplemental promissory note issued pursuant to the NECC Credit Agreement, and maturing on Apri130, 2014, in the original aggregate principal amount of $81,000,000, and all renewals, extensions and modifications of the Indebtedness, and the performance of the covenants and agreements of Grantor contained in the NECC Credit Agreement, and (b) the repayment of the Indebtedness evidenced by the Notes dated as of May 7, 2010 issued by ICE Borrowers pursuant to the ICE Credit Agreement to ICE Lenders, and any replacement or supplemental promissory note issued pursuant to any of the Credit Agreements, and maturing on Apri130, 2014, in the original aggregate principal amount of $15,000,000, and all renewals, extensions and modi�cations of the Indebtedness, and the performance of the covenants and agreements of Grantor contained in the Credit Agreements. Granting Clauses For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor agrees that, to secure the payment and performance of the Lender Obligations, as de�ned in Section 1.1 of each Credit Agreement: 12187-5273/LEGAL17750578.4 5/1/ 102