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proposed assignee; or (a) terminate this Loose fit Its entirety or as to the portion of the Premises subject to Ilia proposed Transfer, with a proportionate
<br />adjustment in the Rent pay ablehereunder ifthis Lease is loin in start as to less than all of die Premises. For the avoid nilce of doubt, this Section I I.$
<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 off is options described in Section 11.0 above, than within twenty (20) business days
<br />following its receipt of a Transfer Notice (and all of the other Items described in Section 2 above), Landlord shall notify Tenant whether it will
<br />grunt or withhold its consent to the proposed Trmnsfer in acwordance with Sadtl n I below, Landlord's consent to any proposed Transfer shall not
<br />be unreasonably withheld; provided, bowover, that hi addition to any otter grounds available hereunder or under applicable Law Far 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) fa Landlord's good faith judgment: it) rite proposed Transferee does not have tie financial Strength (taking Into
<br />account all of tlhe'I'ransferee's Other actual er 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 with respect to tenants under direct leases of comparable economic scope), (ii)
<br />the proposed Transferee is of a character or reputation orengaged In a business which is not consistent with die quality of the Project or tie 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 />fn the Project or fill) than use of the Premises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian
<br />b•afffc in and not 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 tie Building or the Project to comply with applicable Laws; (b) the proposed Transferee has the power of eminent domain, is a
<br />governments] agency or an agency or subdivision are foreign govemmenp (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 controlled by, or is
<br />under common control with Cie proposed Transferee (1) occupies space in tie Project or has negotiated with Landlord within the preceding one
<br />hundred eighty (I80) days (or is currently negotiating with Landlord) to lease space In the Project or (if) is a direct competitor of Landlord; (a) an
<br />Event orDefautt 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 on 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 allmv the Transferee to exercise a right of'renewal, dghL Of
<br />expansion, right of Orat offer, or other similar rights held by Tenant (or will allow the Transferee to oceupy, space leased by Tenant pursuant to any
<br />such right); (1) the proposed Transfer would be on economic leans (based upon effective rental rules) more favorable to tie Transferee than the
<br />economic terms than being accepted by Landlord for comparable direct teasing transactions in the Project; or u) the proposed Transfer would result
<br />Ili more then (hree subleases per each full floor or tie Premises being in affect at any one time during the Term. For tie avoidance of doubt, this
<br />Section 11 Al shall not apply to any Permitted Sublease
<br />11.4.2 Notwithstanding anything to the contrary fa this Lease, If Tenn it 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 ilia sole remedy or Tenant and such
<br />proposed Transferee If such claim is detemtned by a court Of competent jurisdiction to be successful shall be a declaratory judgment and an
<br />injunction for tie relief sought without any monetary damages or other monetary relief. To the maximum extent permitted by Lew, Tenant and each
<br />proposed Transferee hereby waive any and all otter ramedfes, including, without Ilailti tlon, shy right at law or equity to terminate this Lease with
<br />respect to anysueh claim. Tenant shall fndannify, defend, protect and hold hamtless Landlord tam anyand all Claims involving or assetod by any
<br />third party or-pirlles (Including, without limitation, 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 Arjicla 11. Tenant ackwwledges that Tenant's rights under this Article 1 I satisfy the conditions set faith (n Section
<br />1451 A of Cie California Civil Code with respect to tie availability to Landlmvl orcenuin remedies for a default byTeal under this Lease.
<br />11.5 Transfer Pro7ou Subject to tie provisions of this Article I I If Landlord consents to any Transfer (other than a Permitted
<br />Sublease), Tenant shall pay to Landlord fifty percent (50""%) of any Transfer Profits. Tenant shall provide Landlord with a detailed statement setting
<br />forth the calculation orally Tinsrer Profits that Tenant either has or win l derive front a Transfer, Landlord or !(a representative shall hove the right at
<br />nil reasonable times to audit tie books and records of Tenant with respect to ilia calculation or Transfer Profits. IF such inspection reveals an
<br />underpayment by Tenant or Transfer Profits, Tenant shall pay to Landlord the deficiency and die cost aFLand)ord's audit within ten (10) business
<br />days after its receipt of the results ofsuall audit. For the avoid So cc ordoubt, this Section It.5 shah l not apply to any Permitted Sublease
<br />11.6 Landlord's Costa, Willi respect to each Transfer (other than a Pentilued Sublease) proposed to be consummated by Tenant,
<br />whether or not Landlord shall grant consent, and whether a• list Landlord's consent shall be required, Tenant shall, within ten ( 10 ) has !it uss clays
<br />alter written request by Landlord, reimburse all of'Landlard's Review Expenses raluting to such proposed Transfer. For the avoidance of doubt, this
<br />Section 11.6 shall tint apply to rely Permitted Sublease
<br />11.7 Continuing Liability nr Tellnot. Notwithstanding the consummation or attempted consummation of any Transfer under this
<br />AdIcla I j (including. but not limited to, any assignment of this Lease), Tenant shall remain as fully and primarily fiabic for the payment critent and
<br />for tic perrennance of all other obligations orthe "Tenant" contained in (his Lease to the same extent us drills Transfer had not occurred. Any act or
<br />omission or nay Transferee tin( violates the terms oflhis Lease shall be deemed a dethult by Tenant under this Lease. and following expiration ufthe
<br />applicable notice slid cure period, shall be deented an Bvent ofDcfnuft, in which case. Landlord may proceed dirdedy against Original Tenant (ondlor
<br />any or Its successors as ilia "Tenant' hereunder) without the necessity or cshaustug its remedies against such Transferee (notwidnsearding ilia that
<br />that die Original Tenant (and/or any or its successors its the "Tenant" hereunder) may have assigned all or its right, title and Interest In this Ursa).
<br />Landlord may consent to subsequent Tanslbrs orthis Lease with Transferees or Tenant. upon notice nr 'Tenant. but without obtaining its or their
<br />consent thereto. And such action all aII not relieve Tenant ol'its lilibility under this Unit,
<br />11.8 &OV•rivei The consent by Landlord to any Transfer shall not rolicvc Tcnaul, or any Tenon olai6dng through or under
<br />Twirl, of the obligntlnn to Obtain the consent of 1.Andlol'd. pursuhnl in this Article 11, to any Ibrther Translbr. Following any Transfer, Landlord
<br />may collect Itev final the Transferee without waiving nay' rights hereunder, and cniloculon ort a Rant fi•unh a Person other than Tenant shall not he
<br />Slit F ONO Cooler Dr— CIO, ofSanat, Ina Leisry -I1-
<br />80A-530
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