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EXHIBIT 1B
<br />proposed assignee; or (a) terminate this Lease in Its entirely Oro to the portion of the Premises subject to the proposed Transfer, with a proportionate
<br />adjustment In the Rent payable hereunder ifthis Lease is terminated as to less tan all of die Premises. For the avoidance of doubt, this $ecdo i I I S
<br />shall not apply to any Permitted Sublease.
<br />11.4 Lnndlurd',s Consent; Standards.
<br />11.4.1 If Lundlord does not exercise any of the options described In Section a 1.5 above, then within twenty (20) business days
<br />following its recelpt are Transfer Notice (and all OF die other Items described in Section 1 L2 above), Landlord shall notify Tenant whether it will
<br />grunt 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 ill addition to any other grounds available hereunder or tinder 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 M. (a) hi Landlord's good f'ahh jodgment: (1) the proposed Transferee does not have tie financial strength (taking into
<br />account all ofthe Transferee's other actual ar potentinl obligations and liabilities) to perform its obligations with respect to die 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), (if)
<br />the proposed Transferee is of a character or reputation orengaged In a business which is not consistent with the quality of the Project or die 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 />III the Project or (Ili) die use of the Promises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian
<br />traffic in and out of the Building and/or flit Project, (B) generate increased faltering in Common Arens, (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 ties the power of eminent domain, is a
<br />governmental agency or an agency or subdivislon of a foreign government; (c) the proposed TransFeree intends to use any part of the Promises for a
<br />purpose not permitted under this Lease; (d) either the proposed Transferee, or any person which directly or indirectly controls, is conuofied by, or is
<br />under common control with die proposed Trunslbree (I) occupies space in die 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 adirect competitor of Landlord; (e) an
<br />Event of Defaultthen 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 the Project a right In cancel or Ili Its lease: (9) any ground lessor or mortgagee whose consent to such
<br />Transfer is required fails to consent thereto; (h) the terms of the proposed Transfer will allow die Transferee to exercise a right of renewal, right of
<br />expansion, right of first offer, or other similar rights held by Tenant (or wilt allow the Transferee to occupy space leased by Tenant pursuant to any
<br />such right); (1) the proposed Transfer would be on economic leans (based upon effective rental rates) mare favorable to lite Transferee then the
<br />economio terms then being accepted by Landlord for comparable direct leasing transactions in the project; or p) file proposed Transfer would result
<br />Ili more than throe subleases per each full floor of the Premises being in clfect at any one time during the Term. 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 the contrary in this Lease, If Tennal 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 soh remedy of Tenant and sueh
<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 relict'snught without any monetary damages or other monetary relief. To the maxinuun extent parnmitted by Law, Tenant and encla
<br />proposed Transferee hereby waive any and all otter remedies, including, without Iimitatlon, tiny right at law or equity to terminate this Lease with
<br />respect to any such claim. Tenant shall indemnify, defend, protect and hold hamhless 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 nndlor Both Transferee In
<br />conneotion 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 Aid ela 11., Tenant aekahawledges that Teranrs rights under this Article 1 I satisfy the conditions set forth In Section
<br />1951A ofthe Celifome Civil Code with respect to die availability to Landlotl ofcertain remedies for a default by Tenant underthis 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 frily percent (50%) of any Transfer Profits. Tenant shall provide Landlord with a detailed statement setting
<br />Forth the calculation of nay Transfer Profits that Tenant either has or will derive front a Transfer. Landlord ar its representative shall have the right At
<br />all reasonable times to audit the books and records of Ten unt with respect to the calculation of 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 Lundlord's audit within ten (10) business
<br />days alter its receipt of the results of such audit. For the avoidance ofdoubt, this Section 11.5 shall not apply to any Porahled Sublease
<br />11,6 Landlord's Costs, With respect to each Transfer (other than a PemilUed Sublease) proposed to be consummated by Tenant,
<br />whether or not Landlord shall grant consent, and whether at- not Landlord's consent shall be required, Tenant shall, within ten (10) business clays
<br />alter written request by Landlord, reimburse all orLandinrd's Review Expenses relating to such proposed Transfer, For the avoidance of doubt, this
<br />Section 1 L6 shall not apply to may Permitted Sublease
<br />11.7 Co flnuN2 Liability of Tenant Notwithstanding the consummation or attempted consummation of any Transfer under this
<br />Anicte I I (including, but not limited to, any assignment of this Lease). Tenant s11n11 remain as fully And prlmarily liable for the payment urRent and
<br />par die performance or all other obligntions ordle "Tenant" contained In Ibis tease to the sure extent us if fled Trans Fer tied not occurred, Any net or
<br />Omission of any Transferee tint violates the terms orthis Lease shall be reamed a default by Tenant under this tease, and following expiration of the
<br />applicable notice and tan period, shall be deemed an Event of De fault, in which case. Landlord may proceed directly against Original Tenant (and/or
<br />any of Its successors its the "Tenant" hereunder) without die necessity of cshausdng its remedies against such Trahsi'urce (notwithstanding the fact
<br />that the Original Tenant (nndlor any or its suwessurs as ilia'Tenoat" hereunder) may have nss(gned all of its right, title and Interest in this Lease).
<br />Landlord silly consent lu subsequent Transfers or this Lease with Translerces of Tetumi, upon notice to 'Tenant. but without obtaining its or their
<br />consent thereto, and such action shall not relieve Tenmm orks liability under this Lease.
<br />11.8 Non-iYuh,cr. The consent by Landlord to any Transfer shall not mlicve Tenant, or any Taman chilliing through our under
<br />Tenant, of the ahligatlan to Obtain the content of Landlord. pursuant to this Article 11, ah any further Trnuslar, pnllowiug say Transfer, Landlord
<br />may collect Rout from the Transferee without waiving any rights hereunder, and collodion orthe Runt from n Panama Other than Tenant shall not he
<br />901 WCAVIr Caanv Ur —Oil OfSmao,Ana Leu,re • 1 1.
<br />80A-147
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