CITY COUNCIL REGULAR MEETING AGENDA PACKET

22 4859-3312-3005v4 obligations secured thereby, and the Lender shall be entitled to receive the benefit of and to enforce the provisions of this Lease or the new lease approved pursuant to Paragraph (9) of this Section 8.2(a). (11) Unless the Lenders otherwise consent in writing, Lessor and Lessee each hereby waives, and agrees not to assert or otherwise take the benefit of, that portion of Section 365(d)4, or any other applicable provisions, of the United States Bankruptcy Code (11 U.S.C. Section 101 et seq.), which provides for the deemed rejection of a lease in certain circumstances, so long as the trustee is paying the rent due under the Lease and performs, or causes the performance of, the uses of the Leased Premises for the Project pursuant to this Lease. (12) Subject to the rights of the Lenders, which shall have priority over all persons or entities given rights under this Paragraph (12), any Investor limited partners of Lessee shall have the same rights as any Lender authorized under Paragraphs (2), (3) and (7) of this Section 8.2(a) of this Lease and any reference to a Lender in Paragraphs (2), (3) and (7) of this Section 8.2(a) shall be deemed to include such limited partners. (13) Lessor shall cooperate in including in this Lease by suitable amendment from time to time any provision which may reasonably be requested by any Lender or any proposed lender, for the purpose of implementing the mortgagee-protection provisions contained in this Lease and allowing such Lender or proposed lender reasonable means to protect or preserve the lien of the leasehold mortgage and the value of its security, and to include any additional rights and privileges reasonably requested to be added by such Lender. Lessor agrees 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. Lessor will not encumber or transfer Lessor’s fee interest in the Land or reversionary interest in the improvements without the prior written consent of the Senior Lender which consent shall not be unreasonably withheld or conditioned. (c) Intentionally omitted. (d) Notwithstanding any contrary provision hereof, if prior to completion of rehabilitation or construction of the Improvements, a Lender completes a foreclosure sale or accepts a deed in lieu of foreclosure, such Lender or Nominee may complete the rehabilitation or 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 Page 102 of 428