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Urban (CPI-U) for the San Francisco-Oakland-San Jose, California metropolitan area) shall <br /> require Lessor's advance written consent which shall not be unreasonably withheld. <br /> Section 7.4 Indemnifications. Notwithstanding any other provision of this Lease to the <br /> contrary, and in addition to any other indemnities provided in this Lease. to the fullest extent <br /> permitted by law, Lessee hereby agrees to indemnify, protect, hold harmless and defend (by <br /> counsel reasonably satisfactory to Lessor) the Indemnitees from and against any and all Claims, <br /> arising from or relating to Lessee's obligations under this Lease or the construction or operation <br /> of the Improvements or any Alterations except to the extent any such Claim arises from the gross <br /> negligence or willful misconduct of the lndemnitees. In addition, if any contractor or <br /> subcontractor which performed any construction work for Lessee or Lessee's affiliates on the <br /> Improvements or Alterations shall assert any claim against Lessor on account of any damage <br /> alleged to have been caused by reason of acts of negligence of Lessee or Lessee's affiliates, <br /> members, partners, officers, directors, affiliates. agents, employees or construction contractors, <br /> Lessee shall defend at its own expense any suit based upon such claim: and if any judgment or <br /> claim against Lessor shall be allowed. Lessee shall pay or cause to be paid or satisfied such <br /> judgment of claim and pay all costs and expenses in connection therewith. The provisions of this <br /> Section shall survive the expiration or termination of this Lease. <br /> ARTICLE 8. <br /> MORTGAGE LOANS <br /> Section 8.1 Intentionally omitted. <br /> Section 8.2 Liens and Encumbrances Against the Leasehold Estate. The Lessee shall <br /> have the right to encumber the Leasehold Estate and the Improvements with leasehold deeds of <br /> trust, mortgages, and regulatory and affordability agreements related to the Approved Loans <br /> without Lessor's consent (collectively. `Liens") provided that all documents evidencing such <br /> Liens are consistent with the terms and conditions of this Lease and the Financing Plan. <br /> (a) For as long as there is any Lien securing any Approved Loan: <br /> (1) Lessor shall not agree to any cancellation, termination (except for a <br /> termination for a default by Lessee which is not cured by Lessee or Lender in accordance with <br /> this Lease), or accept any surrender of this Lease. nor shall Lessor consent to any amendment or <br /> modification of this Lease without the prior written consent of the Lenders that have outstanding <br /> Approved Loans. In the event that Lessor receives competing or conflicting offers to cure any <br /> default under this Lease. Lessor shall accept the offers to cure in the following order: first, <br /> Lessee or the limited partner(or members, as applicable) therein, then each Lender in the same <br /> relative priority as their respective Liens. <br /> (2) Notwithstanding any default by Lessee under this Lease. Lessor <br /> shall have no right to terminate this Lease unless Lessor shall have given the Lenders that have <br /> outstanding Approved Loans written notice of such default and such Lenders shall have failed to <br /> remedy such default or acquire the Leasehold Estate or commence foreclosure or other <br /> appropriate proceedings as set forth in, and within the time specified by, this Section 8.2. <br /> 23 <br /> 19115211656915.5 <br /> OAK#4834-961)9-1684 v I <br />