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<br /> D-3 <br /> <br />following acquisition of the Project by Funding Lender, by foreclosure, deed in lieu of foreclosure <br />or comparable conversion of the Project Loan, during, and only during, any ensuing period that <br />Funding Lender owns and operates the Project, provided that Funding Lender’s liability shall be <br />strictly limited to acts and omissions of Funding Lender occurring during the period of ownership <br />and operation of the Project by Funding Lender. Funding Lender shall have no indemnification <br />obligations with respect to the Governmental Note or the Project Loan Documents. Borrower shall <br />remain liable under the Regulatory Agreement for its actions and omissions prior to any transfer <br />of title to Funding Lender. <br /> <br />4. Sale or Transfer. None of the following shall apply to any transfer of title to the <br />Project to Funding Lender or to a third party by foreclosure, deed in lieu of foreclosure or <br />comparable conversion of the Project Loan or to any subsequent transfer by Funding Lender <br />following foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Project Loan: <br /> <br />(a) Restrictions on sale or transfer of the Project or of any interest in Borrower. <br /> <br />(b) Governmental Lender or Fiscal Agent consents. <br /> <br />(c) Transferee agreements, transferee criteria and requirements, opinion requirements, <br />assumption fees, transfer fees, penalties and the like. <br /> <br />No transfer of the Project shall operate to release Borrower from its obligations under the <br />Regulatory Agreement. Nothing contained in the Regulatory Agreement shall affect any provision <br />of the Security Instrument or any of the other Project Loan Documents that requires Borrower to <br />obtain the consent of Funding Lender as a precondition to sale, transfer or other disposition of, or <br />any direct or indirect interest in, the Project or of any direct or indirect interest in Borrower, <br />excluding transfers permitted by the Security Instrument. No covenant obligating Borrower to <br />obtain an agreement from any transferee to abide by all requirements and restrictions of the <br />Regulatory Agreement shall have any applicability to a transfer to Funding Lender upon <br />foreclosure, deed-in-lieu of foreclosure or comparable conversion of the Project Loan by Funding <br />Lender, or to any subsequent transfer by Funding Lender following foreclosure, deed-in-lieu of <br />foreclosure or comparable conversion of the Project Loan. <br /> <br />5. Enforcement. Notwithstanding anything contained in the Regulatory Agreement <br />to the contrary: <br /> <br />(a) The occurrence of an event of default under the Regulatory Agreement shall not, <br />under any circumstances whatsoever, be deemed or constitute a default under the Project Loan <br />Documents, except as may be otherwise specified in the Project Loan Documents. <br /> <br />(b) The occurrence of an event of default under the Regulatory Agreement shall not <br />impair, defeat or render invalid the lien of the Security Instrument. <br /> <br />No person other than Funding Lender shall have the right either to declare the principal balance of <br />the Project Note to be immediately due and payable or commence foreclosure or other like action <br />with respect to the Security Instrument. Governmental Lender and, if the Fiscal Agent is party to