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<br />Page | 51 <br />4894-6811-3695v.2 0017787-000542 <br />Leasehold Foreclosure Transferee acquires title to the Leasehold Estate, but only for so long as such <br />purchaser or assignee is the owner of the leasehold estate. <br />17.6.5. Any Leasehold Mortgagee (or its designee) that becomes a Leasehold <br />Foreclosure Transferee, upon acquiring title to Tenant’s Leasehold Estate without obtaining Lessor’s <br />consent and provided it is not in default of any of the provisions of this Lease , shall have a one-time <br />right to assign the Leasehold Estate to an assignee (a) which is an Affiliate of the Leasehold <br />Foreclosure Transferee, or (b) which has substantial experience, or will employ a property <br />management company with substantial experience, managing, maintaining and operating affordable <br />housing developments like that on the Premises. Upon such assignment, the Leasehold Foreclosure <br />Transferee shall automatically be released of all obligations thereafter accruing under this Lease, <br />provided that, substantially concurrently with such assignment, the assignee delivers to Lessor a <br />written agreement assuming Tenant’s obligations under the Lease thereafter accruing. Any <br />subsequent Transfers occurring after the one-time assignment permitted under this Section shall be <br />subject to Article X. <br />17.7 Leasehold Mortgagee’s Right to New Lease. <br />17.7.1. In the event of any termination of this Lease (including any termination <br />because of an Event of Default, or because of any rejection or disaffirmance of this Lease pursuant to <br />bankruptcy law or any other law affecting creditor’s rights, but other than by reason of a Total <br />Taking), Lessor shall give prompt written notice of such termination to each Leasehold Mortgagee <br />and shall (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) enter into <br />a new lease (“New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold <br />Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its <br />designee, upon notice to Lessor by such Leasehold Mortgagee. The New Lease shall commence as <br />of its effective date and shall continue for the remainder of the scheduled Term of this Lease, at the <br />same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions <br />and reservations that are contained in this Lease (including any extension options, purchase options <br />and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants <br />under residential subleases or other subtenants then in valid occupancy of the Premises and <br />Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, <br />substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring Lessor to <br />enter into a New Lease, Leasehold Mortgagee shall pay to Lessor all Rent or any other amounts <br />payable by Tenant hereunder which are then due and shall commence and proceed with diligence to <br />cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are <br />personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. <br />17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to <br />Section 17.7.1 above, then County, Agency and the Leasehold Mortgagee (or its designee) shall <br />promptly prepare and enter into a written New Lease; but until such written New Lease is mutually <br />executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to <br />Section 17.7.1 but prior to the execution of the New Lease, the Lessor’s and Leasehold Mortgagee's <br />relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall <br />(i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to <br />Lessor any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be <br />performed all of the other covenants and agreements under this Lease. Further, at such time as the <br />written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall <br />pay to Lessor its reasonable expenses, including reasonable attorneys’ fees and costs, incurred in <br />EXHIBIT 15