Agmt 2006 Mercy Housing California XXXIII (4)

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14.7.1 No Modification. So long as any Leasehold Mortgage encumbers Tenants' leasehold interest in the Land, this Lease shall not be modified by Landlord and Tenant without the consent of the holders of such Leasehold Mortgages. 14.7.2 No Voluntary Surrender. So long as Tenant is not in default hereunder, Landlord shall not accept a voluntary surrender of the Tenant's leasehold estate without the prior written consent of all holders of any Leasehold Mortgage then in effect. ARTICLE XV ASSIGNMENT, TRANSFER, SUBLETTING 15.1 Restrictions on Transfer or Assignment by Tenant. Except as permitted pursuant to this Article XV, Tenant shall not sell, transfer, assign, or otherwise convey ("Transfer") all or any portion of its interest in the Property or this Lease voluntarily, involuntarily, by operation of law, or otherwise, without Landlord's prior written consent. Each Transfer shall comply with all requirements therefor set forth elsewhere in this Lease and in Article VII of the DDA, and Tenant shall have no right to hypothecate or encumber its interest in this Lease or sublet all or any portion of the Property and/or the Improvements except as expressly provided under the terms of this Lease and the DDA. No voluntary or involuntary assignee, sublessee, or successor in interest of Tenant shall acquire any rights or powers under this Lease except as expressly set forth herein. 15.1.1 Exceptions. Notwithstanding any contrary provision of this Lease, Landlord's consent shall not be required, and the provisions of Section 15.2 and 15.3 below shall not be applicable, with respect to the following Transfers: (A) the renting or leasing of residential units to tenants in the ordinary course of business; (B) the foreclosure of a Leasehold Mortgage or the acquisition of Tenant's interest in this Lease by an assignment or deed in lieu of foreclosure; and (C) the first Transfer following any event described in clause (B) ofthis sentence; provided, however, that in connection with such a first Transfer following an event described in clause (B) above, the transferee must be experienced in the ownership, operation and management of affordable rental housing projects without a record of material violations of discrimination restrictions or other applicable state or federal laws pertaining thereto, or if such transferee does not have the experience required above, the transferee must retain a property management firm with such experience. In addition, Landlord shall not unreasonably withhold consent to any Transfer of Tenant's interest in the Property or any portion thereof, or any sublease of the Land, or portion thereof, to Mercy Housing, Inc., a Nebraska not-for-profit corporation ("Mercy") or a Controlled Affiliate as defined in Section 7.3 of the DDA. The transfer of Limited Partner interests in Tenant shall not be considered a Transfer for purposes of this Article 15. 15.2 Landlord's Option and First Right to Acquire Leasehold Interest. Pursuant to Section 7.6 of the DDA, Landlord has certain Option and Right of First Refusal rights to acquire Tenant's leasehold interest. Landlord's rights set forth in this Section 15.2 are in addition to, and not a substitute for, Landlord's Option and Right of First Refusal described in Section 7.6 ofthe DDA. In any case where the purchase price calculated pursuant to the terms described in the DDA would result in a lesser amount, the methodology described in the DDA shall prevail. 833368-4 28