Item 68 - Crossroads at Washington Affordable Housing Project at 1126, 1136, & 1146 East Washigton Ave.

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Page | 39 4894-6811-3695v.2 0017787-000542 covenants, restrictions and reservations of this Lease. Except as otherwise provided in Section 17.6.5 and except for an Approved Release, the Lessor may proceed directly against the transferor in its sole and absolute discretion, with no obligation to exhaust its remedies against the transferee. Notwithstanding anything to the contrary contained herein, Lessor consent shall not be required for any of the following: (i) the exercise by the Limited Partner of its rights pursuant to Tenant’s Partnership Agreement to remove the general partner of the Tenant and appoint the Limited Partner or an affiliate thereof as interim general partner of the Tenant; (ii) the exercise by the Limited Partner of its right to enforce any repurchase requirements under Tenant’s Partnership Agreement; and/or (iii) a transfer by the Limited Partner of its partnership interest in Tenant to an Affiliate of the Limited Partner. 10.6 Conditions of Certain Lessor Consent. 10.6.1. Lessor may withhold consent to a Transfer (excluding Excluded Transfers which shall not require Lessor consent) at its and absolute sole discretion if any of the following conditions exist: (a) An Event of Default exists under this Lease. (b) The prospective transferee has not agreed in writing to keep, perform, and be bound by all the terms conditions, covenants, restrictions and reservations of this Lease. (c) In the case of an assignment, the prospective transferee has not agreed in writing to assume all of transferor’s obligations and liabilities. (d) The construction of the Initial Improvements has not been completed. (e) Any construction required of Tenant as a condition of this Lease has not been completed. (f) All the material terms, covenants, and conditions of the Transfer that are relevant to the Lessor’s approval of the Transfer have not been disclosed in writing to the Lessor. 10.7 Transfer of Mortgages of Lessor’s Interest. Notwithstanding anything to the contrary set forth in this Ground Lease, unless required by statute, court order or operation of law, Lessor shall not transfer, assign, pledge or hypothecate its fee interest in the Premises (other than to entities under common control with Lessor or other governmental entities under applicable law) without the prior written consent of Tenant, all Leasehold Mortgagees and the Limited Partner (provided, the Limited Partner’s consent shall be required only during the tax credi t compliance period). Any and all mortgages or liens placed or suffered by the Lessor encumbering the Lessor’s fee interest in the Premises shall be expressly subject and subordinate to this Lease (and all amendments, modifications, extensions and renewals hereof), to all obligations of Lessor hereunder, to all of the rights, titles, interests, and estates of the Tenant created or arising hereunder, to each New Lease and to each Leasehold Mortgage. Furthermore, any Person succeeding to the Lessor’s fee interest as a consequence of any conveyance, foreclosure or other transfer shall succeed to all of the obligations of the County hereunder. During the term of any mortgage held by a Leasehold Mortgagee hereunder, Lessor shall, at the request of any such Leasehold Mortgagee, require the holder of each such mortgage, deed of trust and other security instrument encumbering the fee interest (a “Fee Mortgage”) to execute and deliver to the requesting Leasehold Mortgagee a written EXHIBIT 15