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to execute and deliver(and to acknowledge, if necessary, for recording purposes) any agreement necessary to effect any such amendment, provided, however, that any such amendment shall not in any way affect Lessor's Estate or any other interest of Lessor in the Land or the Leased Premises, affect the Lease Term or rent under this Lease, or otherwise in any material respect adversely affect any rights of Lessor under this Lease (b) Any Leasehold Mortgage shall be subject to the provisions of this Lease and all rights of Lessor under this Lease Notwithstanding any contrary provision of this Lease, in no event may any mortgage or other security instrument, including without limitation any Leasehold Mortgage, be recorded against Lessor's fee interest in the Land or reversionary interest in the Improvements without Lessor's prior written consent, which Lessor may grant or withhold in the exercise of Lessor's sole discretion (c) Intentionally omitted (d) Notwithstanding any contrary provision hereof, if prior to completion of construction of the Improvements, a Lender completes a foreclosure sale or accepts a deed in lieu of foreclosure, such Lender or such Lender's nominee may complete construction with modifications to the Construction Plans as necessary to make the Project economically feasible and as reasonably approved by the City of Pleasanton provided that such modifications will not result in a reduction in the number of residential units, a reduction in the number of on-site parking spaces, or a significant reduction in Project common space or amenities Section 8 3 Cost of Approved Loans to be Paid by Tenant Lessee affirms that it shall bear all of the costs and expenses in connection with (a) the preparation and securing of the Approved Loans, (b) the delivery of any instruments and documents and their filing and recording, if required, and (c) all taxes and charges payable in connection with the Approved Loans Section 8.4 Proceeds of Approved Loans It is expressly understood and agreed that all Approved Loan proceeds shall be paid to and become the property of Lessee, and that Lessor shall have no right to receive any such Approved Loan proceeds. Section 8.5 Notice and Right to Cure Defaults Under Approved Loans Upon the recording of a memorandum of this Lease, Lessor may record in the Official Records of the County of Alameda a request for notice of any default under each Approved Loan In the event of default by Lessee under an Approved Loan, Lessee or Lessor shall have the right, but not the obligation, to cure the default in accordance with the Loan Documents. Any payments made by Lessor to cure a default shall be treated as Additional Rent due from Lessee hereunder, which shall be paid within thirty (30) days of the date on which the payment was made by Lessor Section 8 6 Rights of Investor The Investor shall have the same notice and cure rights as any Lender for so long as it is a limited partner of Lessee; provided however, the references in this Section 8 to additional cure periods of Lender to permit Lender to foreclose shall instead refer to Investor's actions to remove the general partner of Lessee 23 191\52\1656915 8 OAK#4834-9609-1684 v9