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<br />Page | 31 <br />9138-126780\1512539.3 <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, Lessor 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 />Tenant shall be entitled to receive any portion of such award allocated to Tenant’s interest in any of <br />Tenant’s Improvements, Personal property and trade fixtures taken, and any part of the award <br />attributable to the low income housing tax credits. <br />9.5 Waiver of Termination Rights. Both Parties waive their rights under Section <br />1265.130 of the California Code of Civil Procedure (and any successor provision) and agree that the <br />right to terminate this Lease in the event of Condemnation shall be governed by the provisions of this <br />Article IX. <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 the City Council. Tenant’s failure to obtain the <br />Lessor’s written consent to a Transfer shall render such Transfer void. Occupancy of the Premises <br />by a prospective transferee, sublessee, or assignee prior to Lessor’s written consent of a Transfer <br />shall constitute an Event of Default, except 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 Lease <br />nor be construed as Lessor’s consent to any further Transfer. Such terms conditions, covenants, <br />restrictions and reservations shall apply to each and every Transfer hereunder and shall be severally <br />binding upon each and every party thereto. Any document to regarding the Transfer of the Premises <br />or any part thereof shall not be inconsistent with the provisions of this Lease and in the event of any <br />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. <br />EXHIBIT 5