FIRST MORTGAGE AND SECURITY AGREEMENT

Exhibit 10.16

FIRST MORTGAGE AND SECURITY AGREEMENT

ORP THREE L.L.C., a Maryland limited liability company

to

NEW YORK COMMUNITY BANK

Premises:

The land affected by this instrument is known as Raven Hill, located at 13000 Harriet Avenue South in the City of Burnsville, bearing Parcel ID #02-63100-010-01 on the Tax Map of the City of Burnsville, County of Dakota, State of Minnesota

RECORD AND RETURN TO:

FOX ROTHSCHILD LLP

1301 ATLANTIC AVENUE, SUITE 400

ATLANTIC CITY, NJ  08401

THE MAXIMUM PRINCIPAL INDEBTEDNESS SECURED BY THIS MORTGAGE, EXCLUDING ADVANCES MADE BY THE MORTGAGEE IN PROTECTION OF THE MORTGAGED PREMISES OR THE LIEN OF THIS MORTGAGE, IS $16,000,000.00.

FIRST MORTGAGE AND SECURITY AGREEMENT

THIS FIRST MORTGAGE AND SECURITY AGREEMENT, executed and delivered on June 20, 2008, but intended to be effective as of June 30, 2008, between ORP THREE L.L.C., a limited liability company duly organized and existing under and by virtue of the laws of the State of Maryland, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (hereinafter referred to as the “Mortgagor”), and NEW YORK COMMUNITY BANK, a New York state chartered banking institution duly organized and validly existing under and by virtue of the laws of the State of New York, having an office at One Jericho Plaza, Jericho, New York 11753 (hereinafter referred to as the “Mortgagee”),

WITNESSETH, that to secure the payment of a certain first mortgage note given by Mortgagor to Mortgagee of even date herewith (the “Note”) in the principal sum of FOURTEEN MILLION TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($14,225,000.00) (the “Principal” or the “Debt”), lawful money of the United States of America, with interest thereon, to be paid according to the terms of the Note or any of the other Lien Instruments (as such term is hereinafter defined), together with such charges, payments, expenses, taxes and fees accrued and unpaid or incurred that are the obligation of Mortgagor to pay under the terms and conditions of this Mortgage (hereinafter, the “Indebtedness”), the Mortgagor hereby grants and mortgages to the Mortgagee all that certain lot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the City of Burnsville, County of Dakota, State of Minnesota, which land is bounded and described as follows, to wit:

(SEE SCHEDULE “A” ANNEXED HERETO AND MADE A PART HEREOF)

TOGETHER WITH

A.

All the land known as Raven Hill, located at 13000 Harriet Avenue South in the City of Burnsville, bearing Parcel ID #02-63100-010-01 on the Tax Map of the City of Burnsville, County of Dakota, State of Minnesota, all as more particularly described in Schedule A annexed hereto and made a part hereof (the “Land”).

B.

All buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Land (the “Improvements”).

C.

All fixtures, machinery, appliances, materials, equipment, furniture and personal property of every nature whatsoever now or hereafter owned by the Mortgagor and located in or on, or delivered or attached to, or used, or intended to be used, in connection with the operation of, or with construction, reconstruction or remodeling on, the Land or the Improvements, including all extensions, additions, improvements, betterments, renewals and replacements to any of the foregoing and all of the right, title and interest of the Mortgagor in and to any such personal property or fixtures together with the benefit of any deposits or payments now or hereafter made by the Mortgagor or on its behalf with regard thereto (the “Personal Property”).

D.

All right, title and interest of the Mortgagor, if any, in and to the land in the bed of the streets or highways abutting the Land to the center line thereof; all easements, rights of way, strips and gores of land, streets, ways, sidewalks, curbs, alleys, passages, sewer rights, waters, water courses, water, drainage, riparian and littoral rights and powers, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments, remainders, reversions and appurtenances whatsoever, in any way belonging, relating or appertaining to the Land or the Improvements, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by the Mortgagor (the “Appurtenances”).

E.

All leases, lettings, occupancy agreements and licenses (collectively, the “Leases”) of the Land and/or the Improvements or any part thereof now or hereafter entered into and all right, title and interest of the Mortgagor thereunder (including, without limitation, the cash and securities deposited thereunder), the right to receive and collect the rents, issues and profits from the Leases (the "Rents") and all the estate, right, title, interest, property, possession, claim and demand whatsoever, at law as well as in equity, of the Mortgagor of, in and to, and all proceeds of any sales or other dispositions of, the property described in Paragraphs (A), (B), (C) and (D) above and this Paragraph (E).

F.

All proceeds of and any unearned premiums on any insurance policies covering the Improvements or the Personal Property or the Rents including, without limitation, the right to receive and apply the proceeds of any insurance, judgments or settlements made in lieu thereof.

G.

All awards ("Awards"), heretofore made and hereafter to be made by any municipal, state or federal authorities to the Mortgagor and all subsequent owners of the property described above in Paragraphs (A) through (E) including any awards for any changes of grade of streets affecting the property described above in Paragraphs (A) through (E) as the result of the exercise of the power of eminent domain (a “Taking”).

H.

All other agreements, such as construction contracts, architects’ agreements, engineers’ agreements, utility contracts, maintenance agreements, management agreements, service contracts, permits, licenses, certificates and entitlements in any way relating to the development, construction, use, occupancy, operation, management, enjoyment, acquisition or ownership of the Land and Improvements (the “Property Agreements”).

I.

All the other estate, right, title, interest, use, possession, property, claim and demand whatsoever, contract rights, general intangibles, actions and rights in action, relating to the property described above in Paragraphs (A) through (H) and proceeds, products, replacements, additions, substitutions, renewals and accessions of any of the foregoing.

All the property, interests and rights referred to in Paragraphs (A) through (I) above and any additional property, interests or rights hereafter acquired by the Mortgagor and subject to the lien of this Mortgage or intended to be so are referred to in this Mortgage as the “Mortgaged Premises”.

The Mortgagor hereby agrees to repay the Indebtedness until the whole of the Indebtedness shall be paid, however, the Mortgagee reserves the right to extend or modify the Note and this Mortgage in any manner or terms without regard to third parties.

AND the Mortgagor covenants with the Mortgagee as follows:

1.

That the Mortgagor will pay the Indebtedness as hereinbefore provided according to the terms of the Note, this Mortgage and the other Lien Instruments (as hereinafter defined), and keep and perform each and every term, covenant, and condition of the Note, this Mortgage, and the other Lien Instruments.  Each and every term, covenant and condition of the Note and the other Lien Instruments is hereby incorporated herein by reference as though fully set forth herein at length.

2.

A.

That the Mortgagor will keep the Improvements on the Mortgaged Premises continuously insured against loss or damage by fire, with extended coverage, and against such other hazards as Mortgagee may reasonably require (including, without limitation, multi-peril hazard insurance with extended coverage endorsement, general liability insurance, boiler explosion insurance, rent loss or business interruption coverage, and flood insurance, if applicable) in an insurance company licensed to do business in the state in which the Mortgaged Premises is located and otherwise satisfactory to Mortgagee, in such forms and in such total amounts as Mortgagee may require from time to time; that Mortgagor will deliver copies of the policies to the Mortgagee; and that Mortgagor will reimburse the Mortgagee for any premiums paid for insurance made by the Mortgagee on the Mortgagor's default in so insuring the Improvements or in so assigning and delivering the policies.

B.

In addition to the foregoing insurance, the Mortgagor will, at its expense, deliver to the Mortgagee additional insurance policies and endorsements including war damage insurance, if any be required by the Mortgagee, to cover all risks to the Mortgagee or hazard to any Improvements erected upon the Mortgaged Premises, of every kind, type and description, for such periods, in such amounts, and by such method of payment therefor, satisfactory to the Mortgagee.  It is hereby agreed that if the Mortgagee shall accept a multiple peril insurance policy or any other policy containing coverage not required by the Mortgagee, with or without an installment premium endorsement, such acceptance shall not constitute the Mortgagee an agent of the Mortgagor in the procurement, renewal, or replacement of all or any of the coverage included in said policy, or in the collection of losses or filing proofs of loss.  The Mortgagee is hereby released and discharged from all claims and demands whatsoever arising by reason of any matter relative to, or incident to any policy or policies, during the term or terms thereof, or in renewing or replacing said policy or policies.

C.

The Mortgagor hereby pledges to the Mortgagee the unearned premiums on all insurance policies furnished it hereunder and consents to the cancellation thereof in the event it becomes the purchaser in any action to foreclose said Mortgage.  Such unearned premium shall be applied against the monies due the Mortgagee.  The Mortgagor shall fully and timely comply with the terms and conditions of any of said policies.  In the event of a loss, Mortgagor shall give immediate written notice to the insurance carrier and to the Mortgagee.  Mortgagor hereby authorizes and empowers the Mortgagee, as attorney-in-fact for the Mortgagor, to make proof of loss, to adjust and compromise and claim under the insurance policies, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Mortgagee's expenses incurred in the collection of such proceeds; provided however, that nothing contained in this subparagraph shall require the Mortgagee to incur any expense or to take any action hereunder.  Said power of attorney is coupled with an interest in the subject matter of this Mortgage.  Mortgagor hereby authorizes and directs any affected insurance company to make payment under such insurance, including return of unearned premiums, to Mortgagee instead of to Mortgagor and Mortgagee jointly, and Mortgagor appoints Mortgagee as Mortgagor's attorney-in-fact to endorse any draft thereof, which appointment, being for security, is coupled with an interest and irrevocable, Mortgagee is hereby authorized and empowered by Mortgagor to settle, adjust or compromise, in consultation with Mortgagor, any claims for loss, damage or destruction to the Mortgaged Premises, Mortgagor shall have no claim against the insurance proceeds, or be entitled to any portion thereof, and all rights to the insurance proceeds are hereby assigned to Mortgagor as security for payment of Mortgagor's obligations to Mortgagee.  The Mortgagor further authorizes Mortgagee, at Mortgagee's option, to hold the balance of such proceeds to be used to reimburse the Mortgagor for the cost of reconstruction or repair of the Mortgaged Premises, or to apply the balance of such proceeds to the payment of the Indebtedness secured by this Mortgage, whether or not then due.  If the insurance proceeds are held by the Mortgagee to reimburse the  Mortgagor for the cost of restoration and repair of the Mortgaged Premises, the Mortgaged Premises shall be restored to the equivalent of its original condition or such other condition as the Mortgagee may approve in writing.  Mortgagee may, at Mortgagee's option, condition disbursement of said proceeds on Mortgagee's approval of such plans and specifications of an architect satisfactory to Mortgagee, contractor's cost estimates, architect's certificates, waivers of liens, sworn statements of mechanics and materialmen and such other evidence of costs, percentage completion of construction, application of payments, and satisfaction of liens as Mortgagee may reasonably require.  If the insurance proceeds are applied to the payment of the sum secured by this Mortgage, any such application of proceeds to the Indebtedness shall not extend or postpone the due dates of the monthly payments herein or change the amounts of such installments.  

D.

All policies, including policies for any amounts carried in excess of the required minimum and policies not specifically required by Mortgagee, shall be in form satisfactory to Mortgagee, shall be maintained in full force and effect, shall be delivered to Mortgagee, with premiums prepaid, shall be endorsed with a standard noncontributory mortgagee clause in favor of Mortgagee, and shall provide for at least thirty (30) days' notice of cancellation to Mortgagee.  In addition, Mortgagor shall at all times be protected by comprehensive general public liability, property damage and workmen's compensation insurance policies, if applicable, such coverages at all times to be evidenced by current certificates of insurance issued to Mortgagee providing for thirty (30) days' prior written notice of cancellation or alteration of coverage.  If the insurance, or any part thereof, shall expire, or be withdrawn, or become void by Mortgagor's breach of any condition thereof, or become void or unsafe by reason of the failure of impairment of the capital of any company in which the insurance may then be carried, or if for any reasons whatever the insurance shall be unsatisfactory to Mortgagee, Mortgagor shall place new insurance on the Mortgaged Premises, satisfactory to Mortgagee.  All renewal policies, with premiums paid, shall be delivered to Mortgagee at least twenty (20) days before expiration of the old policies.

3.

That the whole of the Indebtedness shall become due at the option of the Mortgagee upon the occurrence of any of the following events, either individually, jointly or collectively ("Event(s) of Default"): (a) default in the payment of any installment of principal and interest, or in the making of any deposit pursuant hereto, and such default continues for fifteen (15) days; or (b) after default and such default continues for fifteen (15) days after notice in writing by Mortgagee to Mortgagor in either: (i) the payment of any tax, water, or sewer assessment; or (ii) assigning and delivering the policies insuring the Improvements against loss by fire or other hazard, or reimbursing the Mortgagee for premiums paid on such insurance, as hereinbefore provided; or (iii) furnishing a statement of the amount due on the Mortgage and whether any offsets or defenses exist against the Indebtedness, as hereinafter provided; or (iv) exhibiting to the Mortgagee receipts showing payment of all taxes, water or sewer rents and assessments; or (v) the failure to provide annual financial statements, as hereinafter provided; or (c) the occurrence of any of the following events or conditions which continue for fifteen (15) days after notice in writing by Mortgagee to Mortgagor (or if such default cannot reasonably be cured within such 15-day period, then provided that Mortgagor is diligently pursuing such cure, then such 15-day period shall be extended for no more than thirty (30) days): (i) the actual or threatened demolition or removal of any Improvement on the Mortgaged Premises without the written consent of the Mortgagee; or (ii) the assignment of the rents of the Mortgaged Premises or any part thereof without the written consent of the Mortgagee; or (iii) if the Improvements on the Mortgaged Premises is not maintained in reasonably good repair; or (iv) the failure to comply with any requirement or order or notice of violation of law or ordinance issued by any governmental department claiming jurisdiction over the Mortgaged Premises within three (3) months from the issuance thereof (or such lesser time if required by such law or ordinance); or (v) if on application of the Mortgagee and upon Mortgagor's failure to maintain required insurance hereunder, two or more fire insurance companies lawfully doing business in the state where the Mortgaged Premises is located refuse to issue policies insuring the Improvements on the Mortgaged Premises; or (vi) the removal, demolition or destruction in whole or in part of any of the Personal Property covered hereby, unless first or simultaneously the same are promptly replaced by similar articles of Personal Property at least equal in quality and condition to those removed, demolished or destroyed, free from any liens or encumbrances thereon and free from any reservation of title thereto; or (vii) the failure to comply with all statutes, orders, requirements or decrees relating to the Mortgaged Premises by any Federal, State or municipal authority; or (viii) the Mortgagor causes, permits or suffers to be permitted, a change in the use of any part of the Mortgaged Premises for the purposes intended at the making of this Mortgage, including but not limited to, a change in the zoning classification, without the Mortgagee's written consent; or (ix) the Mortgagor's unreasonable refusal to permit the Mortgagee, its agents or employees to make an inspection of the Mortgaged Premises; or (x) the failure of Mortgagor to keep, observe and perform any of the other covenants, conditions or agreements contained in this Mortgage, the Note, and/or the other Lien Instruments.

4.

In the event that Mortgagor should fail to pay taxes, assessments, water and sewer charges or other lienable claims or insurance premiums, or fail to make necessary repairs, or shall permit waste, or otherwise fail to comply with their obligations hereunder or under the Note or any other document executed in connection with this Mortgage, then Mortgagee, at its election, with or without notice to Mortgagor, shall have the right to make any payment or expenditure which Mortgagor should have made, or which Mortgagee deems advisable to protect the security of this Mortgage or the Mortgaged Premises, without prejudice to any of the Mortgagee's rights or remedies available hereunder or otherwise, at law or in equity.  All such sums, as well as costs, advanced by Mortgagee pursuant to this Mortgage shall be due immediately from Mortgagor to Mortgagee, and shall be secured hereby, and shall bear interest at the Default Rate as defined in Paragraph 31, below, from the date of payment by Mortgagee until the date of repayment.   In the event of foreclosure of this Mortgage, any such advances by Mortgagee before or after the entry of judgment for reasonable attorneys’ fees, taxes, insurance, out-of-pocket expenses or other sums necessary to preserve the Mortgaged Premises ("Mortgagee’s Costs"), will be deemed secured hereby and the Mortgage will not merge into any judgment of foreclosure to the extent of such Mortgagee’s Costs.   

5.

That the holder of this Mortgage, in an action to foreclose it, shall be entitled to the appointment of a receiver without notice and irrespective of the adequacy of the security, and in the event that Mortgagor occupies any unit as an office or for any other use, the Mortgagor will pay a reasonable rental monthly in advance to any such receiver.

6.

That the Mortgagor will pay all insurance premiums, taxes, assessments and water/sewer rates, and upon request will submit to the Mortgagee for inspection receipted bills evidencing such payment, and in default thereof, the Mortgagee may pay the same.  Any such items paid by the Mortgagee, and any other advances, charges, liens, costs, fees and disbursements made or incurred by the Mortgagee in connection with the Mortgaged Premises and to protect its interest therein shall be added to the indebtedness secured by this Mortgage.  The Mortgagor shall promptly discharge any lien or encumbrance which has priority over or equality with the lien of this Mortgage and shall not allow any liens inferior to this Mortgage to be perfected against the Mortgaged Premises, and if so perfected shall also promptly discharge same.  

7.

That the Mortgagor within five (5) days upon request in person or within ten (10) days upon request by mail shall furnish a written statement duly acknowledging the amount due on this Mortgage and whether any offsets or defenses exist against the Mortgage Debt.

8.

The Mortgagor covenants that within one hundred twenty (120) days after the end of each of the Mortgagor's fiscal years, or within thirty (30) days of the request of the Mortgagee, the Mortgagor, during the life of this Mortgage, shall furnish to the Mortgagee: (i) an updated and detailed annual gross operating income and expense statement for the Mortgaged Premises, (ii) a current rent roll; and (iii) personal financial statements for any guarantors or sureties; each to be prepared and certified by Mortgagor to be complete, true and accurate.  The Mortgagor agrees that the Mortgagee, or its authorized agents, shall have the privilege of making inspections of the Mortgaged Premises during the life of this Mortgage, subject to the rights of tenants.   The Mortgagor acknowledges that in the event the required information is not delivered to Mortgagee within the time frame set forth above, the interest rate applicable to the Debt secured hereby will be increased by two percent (2.00%) per annum and will continue to accrue interest at such rate until such time as the required information is delivered to Mortgagee.

9.

That the Mortgagor is lawfully seised of the estate hereby conveyed and has the right to mortgage, grant, convey, and assign the Mortgaged Premises.  The Mortgagor hereby warrants the title of the Mortgaged Premises, and agrees to defend generally   the title to the Mortgaged Premises against all claims and demands adverse to its own.  

10.

That in case of a foreclosure sale, the Mortgaged Premises, or so much thereof as may be affected by this Mortgage, may be sold separately or in one parcel.  Further, that the Mortgaged Premises is not “agricultural property” nor “agricultural land” as those terms are defined in Minnesota Statutes, nor is the Mortgaged Premises held or used for “agricultural use” as defined in Minnesota Statutes, Section 580.23, Subd.2.

11.

In the event:  (a)  the Mortgagee retains counsel with respect to the enforcement of the Note, this Mortgage, or any other document or instrument given to the Mortgagee by the Mortgagor (whether or not an action or proceeding is commenced); or (b) any action or proceeding is commenced to which action or proceeding the Mortgagee is made a party or in which it becomes necessary to defend or uphold the lien of this Mortgage, then, in any such event, all sums incurred by the Mortgagee, including without limitation, any Mortgagee’s Costs incurred by Mortgagee (as such term is defined in paragraph 4 hereinabove) shall be paid by Mortgagor, together with interest thereon at the rate established in Paragraph 31 of this Mortgage, and any such Mortgagee’s Costs and the interest thereon shall be a lien on the Mortgaged Premises, prior to any right, title to, interest in or claim upon the Mortgaged Premises attaching or accruing subsequent to the lien of this Mortgage and by the Note which it secures.  

12.

It is agreed by the Mortgagor that in the event proceedings are brought to foreclose this Mortgage, there shall be included in the computation of the amount due, the amount of a reasonable fee for attorney's services in the foreclosure proceedings, as well as all disbursements, allowances, and costs provided by law.  In the event of foreclosure of this Mortgage, any Mortgagee’s Costs incurred by Mortgagee before or after the entry of judgment will be deemed secured hereby and the Mortgage will not merge into any judgment of foreclosure to the extent of such Mortgagee’s Costs.

13.

That upon the occurrence of an Event of Default, the entire unpaid balance of the Indebtedness secured by this Mortgage shall become immediately due and payable, at the option of Mortgagee, without notice or demand.  When the entire indebtedness shall become due and payable, either because of maturity or because of the occurrence of any Event of Default, or otherwise, then forthwith, Mortgagee may institute an action of mortgage foreclosure, or foreclose this Mortgage by advertisement pursuant to Minnesota Statutes, Chapter 580, as now in effect or as it may be hereafter amended, or pursuant to any similar or replacement statutes hereinafter enacted, or take such other action at law or in equity for the enforcement of this Mortgage and realization on the mortgaged security or any other security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the Indebtedness, with interest at the rate(s) stipulated in the Note, together with all other sums due by Mortgagor in accordance with the provisions of the Note and this Mortgage, including all sums which may have been loaned by Mortgagee to Mortgagor after the date of this Mortgage, and all sums which may have been advanced by Mortgagee for taxes, water or sewer rents, other lienable charges or claims, insurance or repairs or maintenance, and all costs of suit.  Mortgagor authorizes Mortgagee at its option to foreclose this Mortgage subject to the rights of any tenants of the Mortgaged Premises, and the failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights will not be asserted by Mortgagor as a defense to any proceedings instituted by Mortgagee to recover the indebtedness secured hereby or any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Premises; however, nothing herein contained shall prevent Mortgagor from disputing in any proceedings the amount of the deficiency or the sufficiency of any bid at such foreclosure sale.

If an Event of Default occurs due to the nonpayment of the Indebtedness, or any part thereof, as an alternative to the right of foreclosure for the full Indebtedness after acceleration thereof, Mortgagee shall have the right to institute proceedings, either judicial or non-judicial, at Mortgagee’s option, for partial foreclosure with respect to the portion of said Indebtedness so in default, as if under a full foreclosure, and without declaring the entire Indebtedness due (such proceedings being hereinafter referred to as “Partial Foreclosure”), and provided that if a foreclosure sale is made because of an Event of Default in the payment of a part of the Indebtedness, such sale may be made subject to the continuing lien of this Mortgage for the unmatured part of the Indebtedness; and it is agreed that such sale pursuant to a Partial Foreclosure, if so made, shall not in any manner affect the unmatured part of the Indebtedness, but as to such unmatured part, this Mortgage and the lien thereof shall remain in full force and effect just as though no foreclosure sale had been made under the provisions of this Paragraph.  Notwithstanding any Partial Foreclosure, Mortgagee may elect, at any time prior to sale pursuant to such Partial Foreclosure, to discontinue such Partial Foreclosure and to accelerate the Indebtedness by reason of any Event of Default upon which such Partial Foreclosure was predicated or by reason of any other further Event of Default, and proceed with full foreclosure proceedings.  It is further agreed that several foreclosures may be made pursuant to Partial Foreclosure without exhausting the right of full or Partial Foreclosure sale for any unmatured part of the Indebtedness, it being the purpose to provide for a Partial Foreclosure sale of the Indebtedness hereby without exhausting the power to foreclose and to sell the  Mortgaged Premises pursuant to any such Partial Foreclosure for any other part of the Indebtedness, whether unmatured at the time or subsequently maturing, and without exhausting any right of acceleration and full foreclosure.

Notwithstanding anything to the contrary contained in the foregoing, upon the occurrence of an Event of Default, the Mortgagee shall have the right forthwith without notice or demand, without the commencement of any action to foreclose this Mortgage and without the appointment of any receiver, to enter upon and take possession of the Mortgaged Premises and thereby become mortgagee in possession thereof or agent of the then owner of the Mortgaged Premises, with the right to let the Mortgaged Premises and receive all rents, issues and profits thereof which are overdue, due or to become due, and to apply the same, after payment of all necessary charges and expenses, on account of the amount hereby secured; and in any of the events aforesaid, the Mortgagor hereby unconditionally surrenders its possession and all rents, issues and profits of the Mortgaged Premises to the Mortgagee; and under the circumstances aforesaid, the Mortgagor for itself and any subsequent owner of the Mortgaged Premises hereby agrees to pay to the Mortgagee in advance a reasonable rental for any portion of the Mortgaged Premises occupied by Mortgagor and in default of so doing, hereby agrees that Mortgagor may be dispossessed by the usual summary proceeding, and further that any tenant defaulting in the payment to the Mortgagee of any rent may be likewise dispossessed by the Mortgagee as Mortgagee in possession of the Mortgaged Premises, or as agent of the then owner of the Mortgaged Premises.  The rights and remedies herein afforded to the Mortgagee shall be cumulative and supplementary to and not exclusive of any other rights and remedies afforded the holder of this Mortgage, and its accompanying Note or obligation.  All of the provisions of this clause shall inure to the benefit of the Mortgagee and of any subsequent holder of this Mortgage and shall be binding upon the Mortgagor and each subsequent owner of the Mortgaged Premises .

14.

If the Principal represents a construction loan, the Mortgagor will receive the advances secured by this Mortgage and will hold the right to receive such advances as a trust fund to be applied first for the purpose of paying the cost of the improvement, and that the Mortgagor will apply the same first to the payment of the cost of the improvement before using any part of the total of the same for any other purpose.

15.

That if the Note secured by this Mortgage is payable in monthly installments, then, in order to more fully protect the security of the Mortgage, the Mortgagor further agrees to pay to the Mortgagee (unless expressly waived in writing by the Mortgagee), on each monthly installment date, a sum equal to one-twelfth (1/12th) of the amount, as estimated from time to time by the Mortgagee, of the annual real estate taxes, water and sewer rents, and assessments, if any (the “Municipal Charges”), to become due as charges on or with respect to the Mortgaged Premises during the twelve (12) calendar months following the date of the first monthly insta