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liability of any person (other than the person so released, if any) or the validity or priority of this Mortgage (except as it covers property so released, if any). 12. The covenants and agreements contained in this Mortgage shall bind, and the rights conferred hereby shall inure to, the respective, legal representatives, successors and assigns of Mortgagor and Mortgagee. Wherever used, the singular number shall include the plural, and the plural the singular. All covenants and agreements of Mortgagor shall be joint and several. 13. Mortgagee shall furnish to Mortgagor a conformed and fully completed copy of the Note and this Mortgage at the time that this Mortgage is executed or at a reasonable time after this Mortgage is recorded. 14. The Mortgagee, for itself and its successors and assigns, covenants and agrees that it will not commence procedures to foreclose on this Mortgage without the prior written consent of the Minnesota Housing Finance Agency, or its successors and assigns ("1V�IFA") if there is a mortgage held by MHFA on the Project So long as 1V�IFA is the holder of a mortgage on the Project: (a) This Mortgage may not be amended without the prior written consent of MHFA; and (b) This Mortgage may not be sold, transferred, assigned, or pledged without the prior written consent of MHFA. 15. The Loan is a non-recourse obligation of the Mortgagor. Neither Mortgagor nor any of its general or limited partners, nor any other party, shall have any personal liability for repayment of the Loan. The sole recourse of Mortgagee for repayment of the Loan shall be the exercise of its rights against the Proj ect and related security thereunder. 16. Except for willful or negligent misrepresentation, misconduct or negligence of the Indemnified Parties (as hereafter defined), and except for any breach by any of the Indemnified Parties of their obligations under this Mortgage or the Note, the Mortgagor agrees to protect and defend the Mortgagee and the governing body members, officers, agents, servants and employees thereof (the "Indemnified Parties"), now or forever, and further agrees to hold the Indemnified Parties harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Mortgage, the Note, or the transactions contemplated hereby or the acquisition, construction, improvement, ownership, and operation of the Premises. 17. Mortgagee has been awarded a$121,500 TBRA grant and a$305,000 LCDA grant from the Metropolitan Council pursuant to a certain TBRA Grant Agreement between Mortgagee and the Metropolitan Council dated Apri123, 2008 (the "TBRA Grant Agreement") and a certain LCDA Grant Agreement between Mortgagee and the Metropolitan Council dated Apri127, 2008 (the "LCDA Grant Agreement"), and has agreed to loan such funds to finance certain costs of the Mortgagor's development of the Premises. Mortgagee will loan the funds, fb.us.4624999.03 4