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<br /> <br />notice. If such a transfer occurs, Mortgagee is hereby authorized and empowered to deal with any <br />such buyer, transferee, or lessee with reference to the Premises or the indebtedness secured hereby, <br />or with reference to any of the terms and conditions hereof, as fully and to the same extent as it <br />might deal with the original parties hereto, without in any way releasing or discharging any of the <br />liabilities or undertakings hereunder, and without giving notice to any person, firm, or corporation. <br />This restriction on transfer of title does not apply to the ordinary leasing of individual units. <br />Furthermore, this Section 1.11 shall not prevent or restrict transfers of partnership interests in the <br />Mortgagor (or transfers of beneficial interests in the limited partner of Mortgagor), or the <br />appointment of a substitute or additional general partner of Mortgagor, in accordance with Section <br />8.3 of this Mortgage. <br />Section 1.12 NO JUNIOR FINANCING. Mortgagor will not, without the prior written <br />consent of Mortgagee, grant or create any mortgage lien or consensual security interest on the <br />Premises other than the lien and security interest of this Mortgage, and in the Permitted <br />Encumbrances set forth on Exhibit B; however, such consent will not be unreasonably withheld or <br />delayed. <br />ARTICLE 2 ASSIGNMENT OF LEASES AND RENTS <br />Section 2.1 PERFORMANCE OF LEASES. Mortgagor, at Mortgagor's own cost and <br />expense, will perform, comply with, and discharge all of the obligations of Mortgagor under <br />any leases or agreements for the use of the Premises in all material respects and use Mortgagor's <br />best efforts to enforce or secure the performance of each obligation and undertaking of the <br />respective tenants under any such leases and will appear in and defend, at Mortgagor's own cost <br />and expense, any action or proceeding arising out of or in any manner connected with <br />Mortgagor's interest in any leases of the Premises. Mortgagor will observe and comply with <br />all provisions of law applicable to the operation and ownership of the Premises, including, <br />without limitation, all applicable provisions of Minn. Stat. §504B. l78 with respect to any security <br />deposits received by it and all covenants required of it by provisions of Minn. Stat. §504.B.161. <br />Mortgagor shall permit no assignment of any of said leases, unless the right to assign is <br />expressly reserved under the lease. Mortgagor shall not collect or accept any installment of rent <br />for more than one month in advance of its due date. <br />Section 2.2 PROTECTION OF SECURITY OF THIS MORTGAGE. If Mortgagor fails <br />to perform or observe any material covenant or agreement contained in this Mortgage, then <br />Mortgagee, but without obligation to do so and without releasing Mortgagor from any obligation <br />hereunder, subject to the rights of senior lienholders, may make or do the same in such manner and <br />to such extent as Mortgagee may deem appropriate to protect the security hereof, including, <br />specifically, without limiting its general powers, the right to appear in and defend any action or <br />proceeding purporting to affect the security hereof or the rights or powers of Mortgagee, and also <br />the right to perform and discharge each and every obligation, covenant, and agreement of <br />Mortgagor contained in the leases and in exercising any such powers to pay necessary costs and <br />expenses, employ counsel, and pay reasonable attorneys' fees. Mortgagor will pay immediately <br />upon demand all sums expended by Mortgagee under the authority of this Mortgage, together with <br />interest thereon as provided in the Note, and the same shall be added to said indebtedness and shall <br />be secured by this Mortgage. <br />Section 2.3 PRESENT ASSIGNMENT. Subject to the rights of senior lien holders, this