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proposed assignee; or (a) terminate this Lease in its entirety or as to the portion of the Premises subject to lire proposed Transfer, with a proportionate
<br />adjustment in the Rent payable hereunder if this Lease is terminated as to less etas all of the Premises, For the avoidance of doubt, this Section
<br />shall not apply to any Permitted Sublease.
<br />11.4 Landlord's Consent; Standards,
<br />11.4.1 If Landlord does not exercise any of the options described in Section 11.3 above, than 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 1 14 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 thith 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 with respect to the proposed Transfer (or
<br />otherwise 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 />fled operations critic proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord
<br />in the Project or (iii) the use of the Premises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian
<br />traffic in slid out of the Building and/or the Project, (13) generate increased loitering in Common Areas, (C) increase security risk, or (D) require any
<br />alterations to file 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; (it) either die proposed Transferee, at- 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 (11) is a direct competitor of Landlord; (a) an
<br />Fvent of Default then exists; (f) 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 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); 0) 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 [lie Premises being in effect at any one time during the Tenn. For the avoidance of doubt, this
<br />Section 1 L4.1 shall not apply to any Permitted Sublease
<br />11.4.2 Notwithstanding anything to the contrary in this Lease, if Tenant 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 the sole remedy at' 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 relief sought without any monetary damages or other monetary relief. To the mnximum 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 unit told harmless Landlord fi•oni any and all Claims involving or asserted by any
<br />third party or parties (including, without Iinnitalion, 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 dint Tenant's rights under this Article I I satisfy the conditions set forth fit Section
<br />1951.4 of the California Civil Code with respect to the availability to Landlord of certain remedies for n default by Tenant under this Lease.
<br />11.5 'Transfer Profits. Subject to the provisions of this Article 11 if Landlord consents to any Transfer (other than a Permitted
<br />Sublease), Tenant shall pay to Landlord fifty percent (50%) of amy Transfer Profits. 'tenant shall provide Landlord with a detailed statement setting
<br />forth the calculation of any Transfer Profits that Tenant either has or will derive from a Transler, Landlord or its representative shall have the right at
<br />all reasonable times to audit die books and records of Tenant with respect to doe calculation of Transfer Profits. I f such inspection reveals an
<br />underpayment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and the cost or Landlord's audit within ten (10) business
<br />days after its receipt of the 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 or not Landlord's consent shall be required, Tenant shall, within ten (10) business days
<br />after 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 any Permitted Sublease
<br />11.7 Continuing Liability or Tenant. Notwithstanding the consununatton or attempted consummation of any Minister under this
<br />Aril le I I (including, but not limited to, any assignment of this [..ease), Tenant shall remain cis filly and prinsurily liable for the payment of Rent and
<br />for tine performance of all other obligations of the "Tenant" contained in this lease to the same extent its irthe Transfer had not occuned. Any act or
<br />omission crany Transferee that violates the terms of this Lease shall be deenmed a default by Tenant under this L.ense. and fallowing expiration ofthe
<br />applicable notice and cure period, shall be deemed an Event of Default, in which case. Landlord may proceed directly against Original Tenant (and/or
<br />any of its successors as the "Tenant" hereunder) without the necessity orcxhausting Its remedies against such Trtmslcrce (notwithstanding the fact
<br />that the Original Tenant (mid/er any of its successes its the ""Tenant" hereunder) may have assigned all of its right, title and interest in this Leese).Landlord limy consent to subsequent Transfers of this Lease with Transferees of Teruml, upon notice to 'Tenant, but without obtaining its or their
<br />consent thereto. and such action shall not relieve Tenant orits liability under this Lease.
<br />I L8 Non -Waiver. T'he consent by Landlord to any Transfer shall not relieve Toaut, or any Person clahning through Or under
<br />Tenant, of the obligation to obtain tine consent of Lumdfol d. Pursuant to this Article 11, to any lirrther Transl&. Following Lilly Transfer. Landlord
<br />limy collect Rau linnet the Transferee without waiving any rights hereunder, and collection nrthe Rent from a Person other than T'ennnl shall not be
<br />801 lVelgle C'unrcr Or—Cilty ofsaaat rl na Lease - 1I-
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