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<br />terminate this Lease in the event of Condemnation shall be governed by the provisions of this Article
<br />IX.
<br />ARTICLE X
<br />ASSIGNMENT, SUBLETTING AND ENCUMBERING
<br />10.1 General. Except as provided in Sections 10.3 and 17.6.4, below, Tenant shall not
<br />mortgage, pledge, hypothecate, encumber, transfer, sublease Tenant's interest in this Lease or assign
<br />(including an assignment by operation of law) Tenant's interest in the Premises or Improvements or
<br />any part or portion thereof (hereinafter referred to collectively as "Transfer") without the written
<br />consent of the Lessor, which consent may not be unreasonably withheld, conditioned or delayed.
<br />Lessor's consent may be subject to approval by their respective governing bodies (e.g. Board of
<br />Supervisors and City Council). Tenant's failure to obtain the Lessor's written consent to a Transfer
<br />shall render such Transfer void. Occupancy of the Premises by a prospective transferee, sublessee,
<br />or assignee prior to Lessor's written consent of a Transfer shall constitute an Event of Default, except
<br />as set forth in Section 10.3, below.
<br />10.1.1. Except as provided in Section 10.3, below, if Tenant hereunder is a
<br />corporation, limited liability company, an unincorporated association or partnership, the sale or
<br />transfer of any stock or interest in said corporation, company, association and partnership in the
<br />aggregate exceeding 25% shall require the written consent of the Lessor, as set forth in Section 10.3,
<br />above, which consent may not be unreasonably withheld, conditioned or delayed.
<br />10.1.2. Should Lessor consent to any Transfer, such consent and approval shall not
<br />constitute a waiver of any of the terms, conditions, covenants, restrictions or reservations of this
<br />Lease nor be construed as Lessor's consent to any further Transfer. Such terms conditions,
<br />covenants, restrictions and reservations shall apply to each and every Transfer hereunder and shall be
<br />severally binding upon each and every party thereto. Any document to regarding the Transfer of the
<br />Premises or any part thereof shall not be inconsistent with the provisions of this Lease and in the
<br />event of any such inconsistency, the provisions of this Lease shall control.
<br />10.1.3. This Section shall not be interpreted to prohibit, disallow or require Lessor's
<br />consent to space leases (subleases of less than Tenant's entire Lease interest), including leases of
<br />individual residential units in the Improvements, which are consistent with the approved uses under
<br />this Lease.
<br />10.2 Leasehold Mortgage. Under no circumstances may Tenant mortgage, encumber or
<br />hypothecate Lessor's Fee Interest, other than as required by TCAC pursuant to its lease rider, if any,
<br />and previously approved by Lessor prior to the Effective Date of this Lease, in connection with the
<br />award of low income housing tax credits to Tenant.
<br />10.3 Excluded Transfers. Lessor's consent, as set forth in Section 10.1, above, shall not be
<br />required to for any Excluded Transfer (each party to whom an Excluded Transfer may be made is a
<br />"Permitted Transferee"), provided, however, that (1) Tenant shall notify Lessor of such Excluded
<br />Transfer at least twenty (20) days prior to the consummation of such Excluded Transfer, and shall
<br />provide Lessor with information regarding the transferee evidencing that the Transfer falls within the
<br />scope of this Section 10.3 and the definition of Excluded Transfer, set forth in Section 1.1.21, above,
<br />and (2) if such Transfer involves an assignment of Tenant's rights under this Lease, Tenant or such
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