Laserfiche WebLink
11 <br />and (iv) the Developer shall not be liable for any liability hereunder that first arises after the <br />Developer is no longer in possession of the Project, except to the extent arising from the acts or <br />omissions of the Developer or its contractors. <br />8.18 Subordination and No Limitation on Mortgagee or Financing Party. Any and all <br />rights of the Commission and obligations and liabilities of the Developer under this Agreement <br />and/or relating to the Loan (as defined in the Loan Agreement) shall be expressly subject and <br />subordinate to any mortgage loans or other indebtedness incurred by the Developer with respect <br />to the acquisition, construction, reconstruction and/or rehabilitation of the <br />Project. Notwithstanding anything in this Agreement to the contrary, (a) no provision of this <br />Agreement shall restrict or otherwise limit (i) any foreclosure by or other transfer of title to any <br />mortgagee or financing party of the Project, or (ii) any transfer of ownership of any interest in the <br />Developer to such mortgagee or financing party or any constituent owner of the Developer, and <br />(b)in the event of any such foreclosure by or other transfer of title to any mortgagee or financing <br />party, as permitted in clause (a)(i) above, any such mortgagee or financing party (or any party <br />taking by, through or under any such mortgagee or financing party) shall take title to the Project <br />free and clear of any responsibility, obligation and/or liability under this Agreement and/or the <br />Loan (as defined in the Loan Agreement) with respect to matters arising prior to such transfer and <br />without liability for the acts or omissions of the Developer, provided, however, that any such <br />mortgagee or financing party (or transferee) shall, from and after acquiring title, be subject to the <br />provisions of this Agreement applicable to the ownership, use, and operation of the Project. <br />Signature Page Follows