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<br />4894-6811-3695v.2 0017787-000542
<br />4894-6811-3695v.2 0017787-000542
<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
<br />be required to for any Excluded Transfer (each party to whom an Excluded Transfer may be made
<br />is a “Permitted Transferee”), provided, however, that (1) Tenant shall notify Lessor of such
<br />Excluded Transfer at least twenty (20) days prior to the consummation of such Excluded Transfer,
<br />and shall provide Lessor with information regarding the transferee evidencing that the Transfer falls
<br />within the scope of this Section 10.3 and the definition of Excluded Transfer, set forth in Section
<br />1.1.211.1.18, above, and (2) if such Transfer involves an assignment of Tenant’s rights under this
<br />Lease, Tenant or such transferee shall provide Lessor with a written assumption of Tenant’s
<br />obligations and liabilities under this Lease executed by such transferee in a form approved by the
<br />Lessor, which approval shall not be unreasonably withheld, conditioned or delayed in the event that
<br />the assignment is consistent with the terms of this Lease; provided, however, that the provisions of
<br />this Section 10.3 shall not apply to any Transfer to a Foreclosure Transferee.
<br />10.4 Transfer Procedure. The provisions of this Section 10.4 shall not be applicable to an
<br />Excluded Transfer, which shall be governed by Sections 1.1.211.1.18 and 10.3, above. If Tenant
<br />desires at any time to enter into a Transfer for which Lessor’s consent is required hereunder, Tenant
<br />shall provide Lessor with written notice (“Transfer Notice”) at least ninety (90) days prior to the
<br />proposed effective date of the Transfer. The Transfer Notice shall include (i) the name and address
<br />of the proposed transferee, (ii) the nature of the Transfer (e.g., whether an assignment, sublease, etc.),
<br />(iii) the proposed effective date of the Transfer, (iv) income statements and “fair market” balance
<br />sheets of the proposed transferee for the two (2) most recently completed fiscal or calendar years
<br />(provided however, if the proposed transferee is a newly formed entity and has not been in existence
<br />for such two (2) year period, the financial statements submitted shall be those of its principals), (v) a
<br />detailed description of the proposed transferees qualifications and experience that demonstrates the
<br />transferee meets the criteria for a Tenant as established by this Lease, and (vi) a bank or other credit
<br />reference. Thereafter, Tenant shall furnish such supplemental information as Lessor may reasonably
<br />request concerning the proposed transferee. Lessor shall, no later than ninety (90) days after
<br />Lessor’s receipt of the information specified above, deliver written notice to Tenant which shall (i)
<br />indicate whether Lessor give or withhold consent to the proposed Transfer, and (ii) if Lessor
<br />withhold consent to the proposed Transfer, setting forth a detailed explanation of Lessor’s grounds
<br />for doing so. If Lessor consents to a proposed Transfer, then Tenant may thereafter effectuate such
<br />Transfer to the proposed transferee based upon the specific terms of the Lessor’s approval and after
<br />execution of a consent to assignment by Lessor in a form approved by the Lessor, which approval
<br />shall not be unreasonably withheld, conditioned or delayed in the event that the assignment is
<br />consistent with the terms of this Lease; provided, however, that the provisions of this Section 10.4
<br />shall not apply to any Transfer to a Foreclosure Transferee.
<br />Commented [ST22]: Have both lessors approved the form
<br />of the TCAC lease rider?
<br />EXHIBIT 11
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