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<br />Page | 44 <br />9138-126780\1512539.3 <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, c onditions, 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 Agency and the Leasehold Mortgagee (or its designee) shall promptly <br />prepare and enter into a written New Lease; but until such written New Lease is mutually executed <br />and delivered, this Lease shall govern, from and after the giving of notice pursuant to Section 17.7.1 <br />but prior to the execution of the New Lease, the Lessor’s and Leasehold Mortgagee's relationship <br />with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled <br />to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to Lessor any <br />Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed <br />all of the other covenants and agreements under this Lease. Further, at such time as the written New <br />Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to Lessor <br />its reasonable expenses, including reasonable attorneys’ fees and costs, incurred in connection with <br />the preparation, execution and delivery of such written New Lease. In ad dition, upon execution of <br />any such New Lease, Lessor shall execute, acknowledge and deliver to such Leasehold Mortgagee <br />(or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its <br />designee) fee title to all Improvements in the event that title to such Improvements have vested with <br />the Lessor. <br />17.7.3. In the event that Lessor receives any net income (i.e., gross income less gross <br />expenses on a cash basis), if any, from the Premises and Improvements during any period that Lessor <br />EXHIBIT 5