CITY COUNCIL REGULAR MEETING AGENDA PACKET

23 4859-3312-3005v4 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 a request for notice of any default under each Approved Loan. In the event of default by Lessee under an Approved Loan, Lessor shall have the right, but not the obligation, to cure the default in accordance with the applicable 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. Section 8.7 Right to Pay Taxes and Cure Defaults. All Lenders shall have the right (but not the obligation) to pay any taxes payable by Lessor with respect to the Leased Premises, and to cure any monetary or nonmonetary default by Lessor under any mortgage or other encumbrance on the Leased Premises; and, if a Lender does so pay or cure, Lessor agrees that it will reimburse the Lender for the amount thereof promptly following request by the Lender therefor. Section 8.8 Senior Lender Provisions. Until such time as the Senior Deed of Trust is reconveyed or Senior Lender notifies Lessor in writing that all obligations under the Senior Loan have been satisfied, Lessor agrees that: (a) Effect of Lessee Waiver. Lessor will not enforce against Senior Lender any waiver or election made by Lessee under the Lease which has a material adverse effect on the value of the Project without the prior written consent of Senior Lender (which will not be unreasonably withheld or delayed); (b) Notice to Senior Lender. Lessor will concurrently deliver to Senior Lender a copy of any notice given by Lessor to Lessee under the Lease at the address specified in Section 17.16 below, and no such notice shall be effective unless the Page 103 of 428