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EXHIBIT 1E
<br />proposed assignee; or (a) terminate this Loans 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 ilia Lease is terminated as to less Wm all orthe Premises, For Ilia Avoidance of doubt, this Section 113
<br />shall not apply to any Permitted Sublease.
<br />IIA Landlord's Consent: Standards,
<br />11.4.1 If Landlord does not exercise any or ilia options described in Secton 11.9 above, then within twenty (20) business days
<br />following its receipt or Transfer Notice (and all of lie other Items described in Section 11.2 above), Landlord shall notify Talent whether it will
<br />grant or withhold its consent to the proposed Traaslar in accordance with Section 11.4 below, Landlord's consent to any proposed Transfer shall not
<br />be au'ewonably withheld; provided, however, that in addition to any odor grounds available hereunder or under applicable Law for properly
<br />withholding consent to such proposed Tronsfer, Tenant aclaowledges and agrees that It shall be reasonable for Landlord to withhold Its consent to
<br />any proposed Transfer M. (a) in Landlord's good fafthjudgment: (1) die proposed Transferee does not have die financial sb•ength (taking into
<br />Account all ardio Tronsforee's other actual ar potential 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 Willi respect to tenants under direct leases of comparable economic scope), (11)
<br />the proposed Transferee is of a character or reputation or engaged In a business which is not consistent Willi die quality of the Project or the business
<br />and operations of ilia proposed Transferee are not of comparable quality to the business and operntlons being conducted by direct tenants of Landlord
<br />In the Project Or (Ili) Ara use of the Premises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian
<br />waffle in slid out of the Building and/or tlne Project, (B) generate increased loitering in Common Areas, (C) Increase security risk, or (D) require any
<br />alterations to die Building ar the Project to comply widr applicable Laws; (b) the proposed Transferee has the power of eminent domain, is a
<br />governmental agency or an agency or subdivision are 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 Tranal'oree, or any person which directly or Indirectly controls, is controlled by, or is
<br />under common control with die proposed Transferee (i) occupies apace in tlne Project or has nogotfsled 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 />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 a
<br />party or would give an occupant of the Project a rlght to cancel or modify its lease; (g) any ground lessor or mortgagee whose consent to suds
<br />Transfer is required fails to consent thereto; (h) the terms of lie proposed Transfer will allow ilia Transferee to exercise a right of renewal, right of
<br />expansion, right of first offer, or afier similar rights held by Tenant (or will allow the Transferee to occupy space lensed by Tenant pursuant to any
<br />north right); (1) the proposed Transfer would be on economic temps (based upon effective rental rates) more favorable to die Transferee dial the
<br />econondc terms than being accepted by Landlord for comparable direct leasing transactions in the Project; or 0) the proposed Transfer would result
<br />in more Wan three subleases per each full floor of ilia Premises being in effect at any one time during the Term. For die 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 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 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 tlne relief sought without any monetary damages or other monetary relief, To the maximum extent pemnitled by Law, Tenant and cacti
<br />proposed Transferee hereby waive any and all Other remedies, including, without Ibmitathon, any right at law or equity to terminate Vila LeAse with
<br />respect to any such claim Tenant shall htdeaunit'y, defend, protect and hold harmless Landlord from any and all Claims involving or asserted by any
<br />third puny or pal des (including, without limitation, Tenant's proposed Transferee and/or any broker representing Tenant mrdlor such Transferee in
<br />connection with a proposed Transfer) clafming Iliey were damaged by Landlord's wrongful withholding or delaying of consent to any proposed
<br />Trunsfer or other breach of this Article . Tenant Acknowledges that Tenant's rights under this Article 1 I sotisfy the conditions set forth In Section
<br />1951.4 of die Califomia Civil Code with respect to the nvailabillty to Landlmxl ofcerlu(n remedies for a default by Tenant under this Lease,
<br />11.5 Transfer Profits, Subject to tlne provisions of this Article I I If Landlord consents to any Transfer (other than a Permitted
<br />Sublease), Tenant shall pay to Landlord filly percent (50%) ormy 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 Transfer, Landlord or its representative shall have the right at
<br />all reasonable times to uuclil die books and records of Tenant with respect to the calculation of Transfer Profits, I f such inspection reveals tin
<br />undepmyment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and die cost of Landlord's audit within ten (10) business
<br />days alter its receiptof the results of such audit. For the avoidance of doubt, this Section 11.5 shall not apply to oily Permitted Sublease
<br />11.6 landlord'; Cwh, Willi respect to each Trnnsrer (other than a Permitted Sublease) proposed to be consummatcd by Tenant,
<br />whether or not Landlord shall grant. consent, and whether or not Landlord's consent shall be required, Tenant shall, within ten (i0) business days
<br />After written request by Landlord, reimburse all of Landlord's Review Expenses refuting to such proposed Transfer. For the avoidance of doubt, this
<br />Leon 11,6 shall not apply to rely Permitted Sublease
<br />11.7 Continuing Liability of Tonnnt, Notwilhslanding the consummation or attempted consummation of may Tinnsfar under this
<br />Article (including. but not limited to, any Assignment orthis Lease), Tenant shall remain as fully and primarily liable fur ilia payment orReta and
<br />for the performance of all Otherobligntlons ortho"tenant" contained In this tease to tlne same extent m if ilie Transfer had not occurred. Any net or
<br />omission ornny Transferee tint violates the terms ordifs Lease shall be deemed a default by Tenon under this [.Lose, and fiillowiag expIni loa of the
<br />applicable notice and cure period, shall be deemed an Event of De rnuit, in which ease. Landlord may proceed directly ugofnst Original Tenant (andlor
<br />nqv of its successors as the "Tenant" hereunder) w•idioul the necessity orc•ehaustiug Its romedics against such TI.•unslcrce (notwithstanding the Not
<br />than [Ice Original Tenant (and/or any uris miecesnas as the "Tenant' hereunder) may have Assigned all of its right, title and ineiresl in this Lease).
<br />Lnndlnrd may consent to subsequent Tnnsters orthis Lease with Transferees or Te in6 uporl notice to recant, but without obtaining Its or their
<br />consent thereto, and such action shall not relieve Temnl orits liability underthis Leaso.
<br />11.8 Nun•1Vnivei The consent by Landlord to may Transfer shell not relieve 1'cntunl, or any Pecan clolining through or under
<br />Tenant, of IIIe obligation to obtain the consent of l,nadlold. pursuant in this Article I I, to any further Translbr. Following tiny 'ranter, Landlord
<br />moy collect Rent 0•onn the Transfaree without waiving tiny rights hereunder. And collection OI'dme Rent from a Panama other than'renont shall not he
<br />Sol O'Clale Caper Dr —Cho, nfSaato Aar tease • I I-
<br />80A-434
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