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<br />Page | 38 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />9.4 Partial Taking. <br />9.4.1. Effect on Rent. On a Partial Taking this Lease shall remain in full force and <br />effect covering the remainder of the Premises and Improvements, and Tenant shall not be entitled to <br />any refund of the Base Rent. <br />9.4.2. Restoration of Improvements. Promptly after a Partial Taking, Tenant shall <br />repair, alter, modify or reconstruct the Improvements (“Restoring”) so as to make them reasonably <br />suitable for Tenant’s continued occupancy for the uses and purposes for which the Premises are <br />leased. <br />9.4.3. Apportionment of Award. On a Partial Taking, Tenant shall be entitled to <br />receive the entire award for such Partial Taking, except that (i) the proceeds of such Partial Taking <br />shall first be applied towards the cost of Restoring the Premises pursuant to Section 9.4.2 and (ii) <br />Lessor shall be entitled to receive any portion of such award allocated to Lessor’s Fee InerestIn terest <br />in the Property (exclusive of the Improvements, as encumbered by this Lease). <br />9.5 Waiver of Termination Rights. Both Parties waive their rights under Section 1265.130 <br />of the California Code of Civil Procedure (and any successor provision) and agree that the right to <br />terminate this Lease in the event of Condemnation shall be governed by the provisions of this Article <br />IX. <br /> <br />ARTICLE X <br />ASSIGNMENT, SUBLETTING AND ENCUMBERING <br /> <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 />Commented [ST21]: My changes match Stanton Inn <br />ground lease. Proceeds must flow to the Tenant for this to <br />be financeable, but Lessor is entitles to the amount specific <br />to the fee interest as encumbered by this lease. Most of <br />the value is with the Tenant which is how we are able to get <br />an appraisal to support a loan of this size. <br />EXHIBIT 11