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proposed assignee; or (c) terminate this Lease in its entirety or as to the portion of the Premises subject to the proposed Transfer, with a proportionate
<br />adjustment in the Real payable hereunder if this Lease is terminated as to less than all of die Premises, For the avoidance of doubt, this See I[on 11.3
<br />shall not apply to any Permitted Sublease.
<br />1IA Landlord's Consent; Standards.
<br />11.4.1 If Landlord does not exercise any of the options described in Section 113 above, (lien within twenty (20) business days
<br />following its receipt of 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 hi addition to 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 fhfth judgment: (1) the proposed Transferee does not have the financial strength (taking into
<br />account all of the Transferee's other actual at- potential obligations and liabilities) to perform its obligations with respect to tie proposed Transfer (or
<br />otherwise does not satisfy Landlord's standards for financial standing whit 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 Projector the business
<br />and operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord
<br />fn the Project or (Ili) the 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 die Project, (B) generate increased loitering in Common Areas, (C) increase security risk:, or (D) require any
<br />alterations to the 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; (a) the proposed Transferee intends to use any part of tha 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 (i) 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 (it) is a direct competitor of Landlord; (a) en
<br />Event of Default then exists; (0 the proposed' Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord Is n
<br />party or would give an occupant of the Project a right to cancel or modify its lease; (g) any ground lessor o• 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 the 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 die Transferee than the
<br />economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project; or Q) 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 Perm. For die avoidance of doubt, ails
<br />Section 11A.1 shall not apply to any Permitted Sublease
<br />11.4.2 Notwithstanding anything to the contrary in this Lease, ff'fenant or any proposed Transferee claims that Landlord has
<br />unreasonably withheld its consent or otherwise acted fn a manner not permitted under this Article I I [hen the 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 mid an
<br />injunction for the relief sought 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, any right at law or equity to terminate this Lease with
<br />respect to any such claim. Tenant shall indemnify, defend, protect and hold harmless Landlord from any and all Claims involving or asserted 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 Toth in Section
<br />1951.4 ofthe California Civil Code with respect to the availability to Landlord ofcerlain remedies for a default by Tenant under this Lease.
<br />11.5 Transfer Profits. Subject to the provisions of this Article I I if Landlord consents to any Transfer (other than a Permitted
<br />Sublease), Tenant shall pay to Landlord fifty percent (50%) of any Transfer Profils. Tenant shall provide Landlord with a detailed statement setting
<br />forth the calculation of any Transfer Profits [tint Tenant either has or will derive from a Transfer. Landlord or its representative shall have the right at
<br />all reasonable times to audit the books and records of Tenant with respect to the calculation or Transfer Profits. If such inspection reveals an
<br />underpayment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and die cost of Landlord's and it within ten (10) business
<br />days after its receipt aFthe 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 Casts. Willi 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 art not Landlord's consent shall be required, Tenant shall, within ten (10) business days
<br />tiller written request by Landlord, reimburse all of Landlord's Review Expenses relating to such proposed Transfer. For the avoidance of doubt, this
<br />Section 11.6 shall not apply to ary Permitted Sublease
<br />113 Continuing Liability of" Irenart. Notwithstanding the consummation or attempted consummation of any Transfer under this
<br />Article I 1 (including, but not limited to, any assignment of this Lease), Tenant shall remain as fully and primarily liable for the payment of Rent and
<br />for the performance of all other obligations orthe "Tenant" contained in this lease to the same extent as irthe Transfer had that occurred. Any net or
<br />omission array Transferee that violates the terms of this Lease shall be deemed a default by Tenant under this Lease. and following expiration of the
<br />applicable notice and care period, shall be deemed an Event of Default, in which case. Landlord may proceed directly against Original Tenant (and/or
<br />any or its successors as the "Tenant" hereunder) without the necessity of exhausting its remedies against such Trahsfercc (notwithstanding the Fat
<br />that tie Original Tenant (and/or any of its successors as [he'Tenant" hereunder) may have assigned all or its right, title and interest in this [..ease),
<br />Landlord may consent to subsequent Transfers of this Leasc with Transferees of Tenons, upon notice to 'Tenant. but without obtaining its or their
<br />consent iherela. and such action shall not relieve Tenant arias liability under this Lease.
<br />11.8 Non-Wlover, T'he consent by Landlord to Ally 'Transfer shall not relieve Tenant. or any Person claiming through or under
<br />Tenant, of the obligation to obtain the consent of Lmtdlard. pollutant to this Article I, to any I'unher Translcr. Following any 'Transfer, Landlord
<br />may collect Rent Oonh the Transferee without wnfving any rights hereunder. and collection of "the Ron[ from a parson otiher than Tennnl shall not be
<br />801 IV Chile C'¢nrer Dr—Clp nfSrram "inn Lrnec -11.
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