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proposed assignee; or (c) terminate this Lease in its entirely or as to the portion of the Premises subject to the proposed Transfer, with a prop onion ale
<br />adjustment in [he Rent payable hereunder if this Lease is terminated as to less than all of Ate Premises, For the avoidance of doubt, this Section 1 13
<br />shall not apply to any Permitted Sublease.
<br />11.4 Landlord's Cnnsent• Standards,
<br />11.4.1 If Landlord does not exercise any of the options described in Section 11.3 above, then within twenty (20) business days
<br />following its receipt or a Transfer Notice (and all of the other items described in Section 11.2 above), Landlord shall notify Tenant whether it will
<br />grant or withhold its consent to the proposed Transfer in accordance with Section 11,4 below, Landlord's consent to any proposed Transfer shall not
<br />be unreasonably withheld; provided, however, that in addition [o any other grounds available hereunder or under applicable Law for properly
<br />Withholding consent to such proposed Transfer, Tenant acknowledges and agrees that it shall be reasonable for Landlord to withhold its consent to
<br />any proposed Transfer if: (a) in Landlord's good faidn judgment: (1) the proposed Transferee does not have the financial strength (taking into
<br />account all of the Transferee's other actual or potential obligations and liabilities) to perform its obligations wilh respect to the proposed Transfer (or
<br />otheiwise does not satisfy Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope), (ii)
<br />the proposed Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Project or the business
<br />and operations of tine proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord
<br />in the Project or (M) Ilse use of the Premises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian
<br />traffic in and out of the Building and/or tie Project, (B) generate increased loitering in Common Areas, (C) increase security risk:, or (D) require any
<br />alterations to die Building or the Project to comply with applicable Laws; (b) the proposed Transferee has the power of eminent domain, is a
<br />governmental agency or an agency or subdivision of a foreign government; (c) the proposed Transferee intends to use any part of the Premises for a
<br />Purpose not permitted under this Lease; (d) either the proposed Transferee, or any person which directly or indirectly controls, is controlled by, or is
<br />under common control with the proposed Transferee W occupies space in the Project or has negotiated with Landlord within the preceding one
<br />hundred eighty (180) days (or is currently negotiating with Landlord) to lease space In the Project or (H) is a direct competitor or Landlord; (a) an
<br />Event of Default then exists; (1) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a
<br />party or would give an occupant of ilia Project a right to cancel or modify its lease; (g) any ground lessor at, mortgagee whose consent to such
<br />Transfer is required fails to consent thereto; (h) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of
<br />expansion, right of first offer, or other similar rights held by Tenant (or will allow ilia Transferee to occupy space leased by Tenant pursuant to any
<br />such right); (i) the proposed Transfer would be on economic terms (based upon effective rental rates) more favorable to the Transferee than the
<br />economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project; or 0) the proposed Transfer would result
<br />in more than three subleases per each full floor of the Premises being in effect at any one time during the Term. For the avoidance of doubt, this
<br />Section 11A.1 shall not apply to any Permitted Sublease
<br />11.4.2 Notwithstanding anything to the contrary in this Lease, if'fenant or any proposed Transferee claims that Landlord has
<br />unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article I I then [he sole remedy of Tenant and such
<br />proposed Transferee if such claim is determined by a court of competent jurisdiction to be successful shall be a declaratory judgment and an
<br />injunction for the reliefsought without any monetary damages or other monetary relief. To the maximum extent permitted by Law, Tenant and each
<br />proposed Transferee hereby waive any and all other remedies, including, without limitation, Oily right at law or equity to terminate this; Lease with
<br />respect to any such claim. Tenant shall indemnity, defend, protect and hold harmless Landlord from any and all Claims involving orasserted by any
<br />third party or parties (including, without limitation, Tenant's proposed 'transferee and/or any broker representing Tenant and/or such Transferee in
<br />connection with a proposed Transfer) claiming they were damaged by Landlord's wrongful withholding or delaying of consent to any proposed
<br />Transfer or other breach of this Article 11. Tenant acknowledges that Tenant's rights under this Article I I satisfy the conditions set forth in Section
<br />1951.4 of the California Civil Code with respect to Olt availability to Landlord of certain remedies for a default by Tenant under this Lease,
<br />11.5 Transfer Prolifs. Subject to tie provisions Of this Article I I if Landlord consents to any Transfer (other than a Permitted
<br />Sublease), Tenant shall pay to Landlord filly percent (50%) of any Transfer I'rofts. Tenant shall provide Landlord with a detailed statement setting
<br />forth the calculation of any Transfer Profits [hat Tenant either has or will derive from a Transfer. Landlord or its representative shall have the right at
<br />all reasonable times to audit tie books and records of Tenant with respect to the calculation of Transfer Profits. If such inspection reveals an
<br />undehpayment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and tie cost of Landlord's audit within tell (10) business
<br />days afer its receipt orthe results of such audit. For the avoidance of doubt, this Section 11.5 shall not apply to any Permitted Sublease
<br />11.6 Landlord's Costs, With respect to each Transfer (other than a Permitted Sublease) proposed to be consummated by Tenant,
<br />whether or not Landlord shall grant consent, and whether u' not Landlord's consent shall be required, Tenant shall, within ten (10) business days
<br />alter written request by Landlord, reimburse all of Landlord's Review L.epenses relating to Stich proposed 'frasfer. For the avoidance ordoubt, this
<br />Section 11.6 shall not apply to only Permitted Sublease
<br />113 C'mhtlnuine Liabilitv of 'Pena t. Notwithstanding the consummation or attempted consummation of tiny Transfer under this
<br />Article I I (including, but not limited to, any assignment of this Lease), Tenant shall rennin as fully and primarily liable for the payment of Rent and
<br />for ilia performance of all other obligations of the'Tenanl" contained in this Lease to the some extent us irdie Transfer had not occurred. Any act or
<br />omission ofany Transferee ilia[ violates the terms ofthis Lease shall be deemed a default by Tenant under this Leasc. and following expiration of the
<br />applicable notice and cure period, shall be deemed an Event of Default, in which case. Landlord Unity proceed directly against Original Tenant (and/or
<br />ally of its successors ins the "Tenant" hereunder) without the necessity of exhausting its remedies against sucb Trns['cree (notwithstanding the flat
<br />that the Original Tenant (and/or any or its successors as the'TcnanL" herounder) may have assigned all of its right, title and interest in this Lease).
<br />Landlord may consent to subsequent Trnnstrs of this Lease with Transferees of Tenant, upon notice um 'Tenant. but without obtaining its or their
<br />consent thereto, and such action shall not ralicvc Tenant Of its liability under this Lease.
<br />11.8 Non-{Vaivef•, The consent by Landlord to any Transfer shall not relieve Tenanl, or alp Parson claiming though or under
<br />Tenant, or the obligation to obtain the consent Of Landlord. pursuant to this Article 11, to any I'unber Trans['ar. Following any 'Transfer. Landlord
<br />may collect [tent Cool the Transferee without waiving Lilly rights hereunder, and enllcction of the Rem iron a Person Other than'rennnt shall not be
<br />901 fl,Cis le Cower Dr—Cirp OfSana .,tua Leave
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