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proposed assignee; or (c) terminate this Loose in its entirety or as to the portion of the Premises subject to the proposed Transfer, with a proportionate
<br />adjusmient in the Rout payable hereunder ifthis Lease is terminated as to less than all of the Premises, For the avoid once of doubt, this Sect! oil I L3
<br />shall not apply to any Permitted Sublease.
<br />1 IA Landlord's Consent: 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 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 faith judgment: (i) the proposed Transferee does not have the financial strength (taking Into
<br />account all of the Transferee's other actual or potential obligatigti alnd liabilities) to pertbi m its obligations with respect to tine proposed Transfer (or
<br />otherwise does not satisfy Landlord's standards for financial sta(hdirl&with respept-to teneats`under direct leases or comparable economic scope), (ii)
<br />the proposed Transferee is ora character or rVartationorengagaSl„(n,u-businass•wlti&h i$ not cansistenl,with the quality of the Project or the business
<br />and operations of the proposed Transferee aretiot ofcoinptirab]a quality to the business and operations being conducted by direct tenants of Landlord
<br />in the Project or (iii) the use of the Proad ses; the" uildmg or the Project by, the proposed Trmisferce would' (A) significantly increase pedestrian
<br />traffic in and out of the Building and/or the Projcct,`(B) generate increased iollgrillg in Common Areas, (C)inarease security risk, or (D) require any
<br />alterations to the Building or the Project to comply wtlli applicable Laws` (bj-the pmpgsed Transferee has the, power of eminent domain, is a
<br />governmental agency or an agent �ecy,or aubdivislah of o foreign govemriient; (c) the proposed 1f ansferce intends to use arty part of the Premises for a
<br />purpose not permitted urtder,this Lease; (d) oil the proposed Transfereq, or any person which directly or -Indirectly controls, is controlled by, or is
<br />under common control with the proposed Transferee (i) oodupies' 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 apace in die Project or (ii) is a direct competitor of Landlord; (a) an
<br />Event of Default then exists; (0 the,pi`oposed Transfer would cause Landlord to lie in violationof another lease or agreement to which Landlord is a
<br />party or would give an occupant d the Project a right to cancel or modify its lease; (g) any ground lessor or mortgagee whose consent to such
<br />Transfer is required1l its to cotsa"tit 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 o(iilr, orother similar rights held by Tenant (or will allow the Transferee to occupy space leased Iby Tenant pursuant to any
<br />such right); (i) the proposed Transfer would be on economic ternis (based 9p4n affective rental rates) more favorable to die Transferee than the
<br />economic terms then being accepted-byLandlord for comparable direct leashfg transiictlons'in the Project; at-Q) the proposed Transfer would result
<br />in more than three subleases per each full floor of (lice �rcmiscs,being, in effect at any time duringthe Tenn., For, the avoidance of doubt, this
<br />Section 11.4.1 shall not apply to any Permitted Sublease
<br />' 11.4.2 Notwithstanding anything to tho'contraryin,tbis Lease, if Tenantor:aay proposed'Fratisferee'claims that Landlord has
<br />unreasonably (withhold its consent or otherwise acted in a manner not permitted under this,, rticic I I thenlhe sote.remedy of Tenant and such
<br />proposed Transferee if -silent (claim is 'determined by a court of competept'jurisdicuon to be suceessftiltshall be a declaratory Judgment and an
<br />in)unclon for{he rEliefsougnt wlthaut day i eineta•y damages or other iat ainiiryrelief, To the`maximtnn extent permitted by Law, Tenanht and each
<br />proposed Traiisfuree hereby waive any and all other remedies„igb(iptllai ,'WUhoul ljmltation,•tnhy right et'law or, dquity.to terminate this Lease with
<br />respect to any such claira. Tenant shall indemnify defend, protect rind )cold h`anide4s 1.nndlo'rd from any end all Claims nin rolving or asserted by any
<br />third party mr pates (including without hntitiltion;Tcnant's proposed 'fraiste'cc endlor any broker represennng'fenant and/or such` Transferee in
<br />connection with a proposed Transfer) claming they were damaged by Landlord's wrohgfu'C'withholding or delaying of consent to any proposed
<br />Transfer or other breach of this'A idle I1 +-T¢dant acknowledges that Tenant's rights under this Article I I satisfy the conditions set forth in Section
<br />1951.4 ofthe California Civil Code -Mill tespec[ to,the-nvailabtlity`to Lanndlord ofcerlu±n remedies'tor a default by Tenant: under this Lease.
<br />11.5 franafer4rC1Jis. Subject,to the provisions of this Article -I I if Landlord consents to anyTrans tor (other than a permitted
<br />Sublease), Tenant skull pay to faindla•d fifty percent (50%) oP an^y Transfer Profits. Tenant shall provide Landlord with a detailed statement selling
<br />forth the calculation oEany Transfer Prdfits Ilia#_Tenant eitheh^has or ivll'dcrive from a Transf"er. Landlord or its rep•esentativeshall :have the right at
<br />all reasonable times tti`audit tie books and reooris ofTenan`t."wish raspeot,lo the calculation or"reansfor Profits. If snob inslaectiom reveals on
<br />undenpnymen[ Gy Tcnnryt of Trans['cr Pr'gl1w,'enant shall pay to Landlord the deficiencyand the cost of Laiidlord•s audit within ten (10) business
<br />days after its receipt of the results ot'suclt audit: Fori,he avoidance ofdoubt, this jScotian 11.5 shall not apply to any Perm'tltcd Sublease
<br />11.6 landlord's Gosts, Wf[h respect",to each Ti'nnstch fotboi (brie a Perniitled Sublease) proposed to'be consummated by Tenant,
<br />whether or not Landlord shall grant, consent, and whether ar nm Lrvrcdlord s cuasent shall,be9t,go%ed, Tencum shall, within ten (10) business days
<br />alter written request by Landlord, rolmljugse a4.of Lahtllai d s (tavCdw l xpcd5i'.'s;i'u atin'g(o such proposed Transfer. For the avoidance of doubt, this
<br />Section 11,6 shall not apply to any Pernittad-Sublaaise'
<br />c
<br />11.7 Cantinuins Liability of 1 enmrt.',Nolwithstendmg the Consummation or,.anouptcd•'consummation or any Transfer under this
<br />Article I (including, but not limited to, any assignpientot this Letyg , `iengdf slial-Ircuiaim t-.i fully acid primarily liable for the payment of Rent and
<br />for the performance of all other obligations of the "'te flirt' contained m this ( ease to diasrm4extem us i f the Transfer had not occurred. Any act or
<br />omission of any Transferee that violates the terms of this Lease shalt b� dtelrTwd'e"delauh by Tenant under this Louse. and billowing expiration of the
<br />applicable notice and cure period, shall be deemed ao I vmt of Default, in which case. Landlord may proceed directly against Original Tenant (and/or
<br />any orits successors as the "Tenant" hereunder) without the necessity orcxhausting its remedies against such Transferee (notwithstanding the fact
<br />that the Original Tenant (and/or any of its successors its the "Tonal" hereunder) may have assigned all of its right, title and interest in this Lease).
<br />Leadlord may consent to subsequent Trns1•ers or this Lease with Transferees ol'Tenant, upon notice to Tenant. but without obtaining its or their
<br />consent thereto. and such action shall not relieve Tenant of its liability under this Lease.
<br />11.8 Non -Waiver. 1'he consent by Landlord to any Transfer shall not relieve Tenant, or any Person claiming through in, under
<br />Tenant, of the obligation to obtain the consent of Landlord. pursuant to this Arlice, I I, to any limllher Transfer. Following uny Transfer, Landlord
<br />may collect Rent from the Transferee without waiving any rights hereunder, and collection of the Rene front a Person other than Tenant shall not be
<br />801 lV Cirie C'enwer Dr —Go, nfSantn.-f art Leze - 1I-
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