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EXHIBIT 1C
<br />proposed assignee; or (o) terminate this Lease in its entirety or ns to the portion of the Premises subject to the proposed Transfer, with a proportionate
<br />adjustment in the Rent payable hereunder Hillis Lease is terminated as to less Aran all of the Premises, For the avoidance ordoubt, this Section 11.3
<br />shall not apply to any Permitted Sublease.
<br />11.4 Lan llord_a. Consenh StandmLds.
<br />11.4.1 if Landlord does not exercise any of the options described In Section 111 above, than within twenty (20) business days
<br />following its receipt of a Transfer Notice (and all of ate other items described in Section 11.2 above), Landlord shall notlfy 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, flint to addition to any otter grounds available hereunder or under applicable Law For properly
<br />withholding consent to such proposed Transfer, Tenant acknowledges End agrees that It shall be reasonable for Landlord to withhold Its consent to
<br />any proposed Transfer if: (a) in Landlord's good fbith judgment: (I) tie proposed Transferee does not have die financial strength (taking into
<br />account ell afthe Transferee's other actual or potential ablightions and liabilities) to perform Its Obligations with respect to die proposed Transfer (or
<br />otherwise does not satisfy Landlord's standards for financial standing witli respect to tenants under direct leases of comparable economic scope), (it)
<br />the proposed Transferee is of a character or reputation orengaged In a business which is not consistent with Ole quality of the Project or 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 />in the Noel ar (III) Ole 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 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 al agency or subdivision are 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 die proposed Transfaree (i) occupies space in Ole Project er 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; (e) An
<br />Event or Default then exists; (f) the proposed Transfer would cause Landlord to be in violation of anothor lease or agreement to which Landlord is a
<br />party or would give an occupant or the Project a right to cancel or modify its lease; (g) 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 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); (1) the proposed Transfer would be on economic temis (based upon effective rental rates) more favorable to die Transferee dim the
<br />economic terms than being accepted by Landlord for comparable direct leasing transactions In the Project; or u) the proposed Transfer would result
<br />1n more ttan three subleases per each full floor OF the Premises being in effect at any one time during the Term. For die avoidance of doubt, this
<br />Section 11 dIA shall not apply to any Permitted Sublease
<br />11.4.2 Notwithstanding anything to the contrary in this Lease, irTennnt or any proposed Transferee claims that Landlord has
<br />unreasonably withheld its consent or olhembia acted in a manner not permitted under this Article I I then 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 and an
<br />injunction for Ole relief sought without any monetary damages or other monetary relfeE To the maximum m extent permitted by Law, Tenant and cacti
<br />proposed Transferee hereby waive any and all Other romedies, including, without Ihultatlon, any right at law or equity to terminate Olis Lease with
<br />respect to any such claim. Tenant shall indemnify, defend, protect and hold harmless Landlord ham any and ail. Claims involving or asserted by any
<br />third party or parties (including, without liniftcdon, 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 />Trunsfer or other breach of this AdLolei 1. Tenant acknowledges that Tenant's rights under this Article 1 I satisfy the conditions set forth In Section
<br />1951 A of Cie Califbmia Civil Cede with respect to the availability to Landlord orcerta(n remedies for a derault by Tenant under this Lease,
<br />11.5 Transfer 111,017ts, Subject to Ole provisions of this Article I I if Landlord consents to any T'musior (other than n Permitted
<br />Sublease), Tenant shall pay to Landlord fly percent (50%) of any Transfer Proll s. Tenant shall provide Landlord with a detailed statement setting
<br />forth the calculation crony Transfer Proll a that Tenant either has or will derive Inim a Transfer, Landlord or its representative shall have die right at
<br />All reasonable times to audit Ole books and records of Tenant with respect to the calculation of Transfer Profits. I f such inspection reveals on
<br />underpayment by Tenant of Transfer Prutits, Tenant shall pay to Landlord time deftciuncy and the cost of Landlord's audit within ten (10) business
<br />days after its receiptof the results of such audit. For the avoidance ordoubt, this Section 11.5 shall not apply to any Pemiited Sublease
<br />lift larndlard's Coats, With respect to each Transfer (other than a Pennitted 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 reluting to such proposed Transfer. For the avoidance of doubt, this
<br />ee'o m 11,6 shall not apply to sty Permitted Sublease
<br />113 Continuing Liability of Tenant, Notwillmstanding the consummation or attempted consummation of ally Transfer under this
<br />AdIcla I I (including. but not limited to, any assignment of this Lease), Tenant shall remain as fully and priunv;ly liable for the payment orRent and
<br />for the porfurumance of all other obligations of the "Tenant" contained in this Lease to the same extent 89 Willa Transfer tied sot occurred. Any net or
<br />emission of any Transferee that violates the terms crilnis Lease shall be deenied a deruull by Tenon under this Lease. and firllowiug expiration ufthe
<br />applicable notice and cure parlod, shall be deented an Event of Default, in which case. Laidlol'd may praceed directly against Original Tenant (ondlo•
<br />any or Its successors as [lie "Tenant" hereunder) without the necessity or cxhaustiug its remedies against such Tratsfurca (nolwiOistmtd{ng the Not
<br />that die Original Tenant (and/or Any or its successes its the "Tono It"hereunder) may have assigned all or its right, title and Interest in this Lease).
<br />Landlord may consent to subsequent Translbis ol'this Lease with Transferees of Toni nl, upon notice to 'Tenant. but without obtaining Its or their
<br />aonsenL thereto, and such action shall not relieve Tenant oN s liability under this Lease.
<br />11.8 Non-Milvei The consent by Landlord to my Transfer shall not reficve Tenant, or oil), Person cfakning through or under
<br />Tenant, of the obligation to obtain the consent of Landlord, purst old it, this Article I I . to any further Transicr. Following any Trunsfer. Landlord
<br />may collect Rent from the Transferec without waiving any rights hereunder, and collection orthe Rout from a Person other than Tenant shall not he
<br />*01 s60111r Carrrur Or— Cl0' ofSaast Ana Lark, • I I-
<br />80A-245
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