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proposed assignee; or (a) terminate this Lease in its entirety or as to the portion of the Premises subject to die proposed Transfer, with a prop art! coult
<br />adjustment in the Real payable hereunder if this Lens* is terminated as to less than all or die Pr'eniises, For the avoidance of doubt, this Leet n
<br />shall not apply to any Permitted Sublease.
<br />11.4 Lam• n Ijord's Consent; Standards.
<br />11.4.1 If Lundlord does not exercise any of the options described In Sgollon 11.3 above, then within twenty (20) business days
<br />following its receipt of a Transfer Notice (and all of the other Items described in Seel ion2 above), Landlord shall notify, Tenant whether it will
<br />grant or withhold its consent to the proposed Transfer in accordance with Section 11.4 below. Land Iurd'a consent to any proposed Tratufer shall not
<br />be unreasonably withhold; 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 ihnt it shall be reasonable for Landlord to withhold Its consent to
<br />any proposed Transfer if: (a) in Landlord's good fallhjodgmehC (i) the proposed Transferee does not have the financial str'englh (taking Into
<br />scandal all ortheTransraree's other actual or potential obligations and liabilities) to perform its obligations with respect to die proposed Transfer (or
<br />otherwise does not satiety 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 orcngaged In a business which is not consistent with die 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 />in the Project or (ill) the use of the premises, the Building or the Project by the proposed Transferee would; (A) significantly increase pedestrian
<br />t'ofBo 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 an agency or subdivision of a foreign government; (a) the proposed Transferee intends to use any part of the Premises for a
<br />purpose not permitted under this Lease; (d) either the proposed Trmstere% or my person which directly or indirectly controls, is controlled by, or is
<br />under common control with tie proposed Transferee (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 a direct competitor of Landlord; (e) an
<br />Fvent of Default then exists; (0 Ilia 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 or mortgagee whose consent to such
<br />Transfer is required fails to consent thereto; (h) the terms of flue proposed Transfer will allow ilia Transferee to exercise a right of renewal, right of
<br />expansion, right of first offer, or curer similar rights held by Tenant (or will allow ilia Transferee to occupy, space leased by Tenant pursuant to any
<br />such right); (1) the proposed Transfer would be on economic lamas (based upon effective rental rates) more favorable to tie Transferee than the
<br />economic terms then being accepted by Landlord for comparable direct leasing transactions In the Project; or (J) the proposed Transfer would result
<br />in more than three subleases per each full floor OF the Promises being in effect at anyone time during the Term. For die avoidance of doubt, this
<br />Section I L4.1 shall not apply to any Permitted Sublease
<br />11.4.2 Notwithstanding anything to the contrary in this Lease, If •fenan 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 tie relief sought without any monetmy damages or other monetary relief. To the maximum extent permitted by Law, Tenant and cacti
<br />proposed Transferee botchy waive any and all other romedfes, including, without Iimitation, any right at law or equity to terminate Oils Lease with
<br />respect to any such claim. Tenant shall Indemnify, defend, protect and hold hemlines Lundlord drum any and all Claims involving or asserted by any
<br />third party or parties (Including, without limitation, Tcnant's proposed 'transferee and/orany 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 eomsent to any proposed
<br />Tmnsfar or other branch of this Article 11. Tenant acknowledges that Tenant's ilghis under this Article 1 I satisfy the conditions set forth in Scotian
<br />1951.4 cribs California Civil Code with respect to the availability to Landlord ofcerlafn remedies for a defaultby Tooaat under this Lease.
<br />11.5 Transfer Profits, Sultlect to die provisions of Oils Article 11, If Landlord consents to any Transfer (other than n Permitted
<br />Snblmse), 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 crony Transfer Profiis that Tenant either has or will derive from a Transfer. Landiprd or its representative shall have the hightat
<br />all re¢sonuble limes to audit Ore books and records of Tenant with respect to the calculation ur Transfer Profits, I f such inspection reveals an
<br />undericaymem by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and die east of Landlord's audit within ten (10) business
<br />days alter its receilitof the results of such audit. For the avoidance ordoubt, this Section 11.5 shall not apply to any Permitted Sublease
<br />It.(] Landlord's Costs. With respect to each Transfer (other than a Permitted Sublease) proposed hi be consummated by Tenant,
<br />whether or not Landlord shall grunt consent, and whether m• not Landlord's consent shall be required, Tenant shall, within ten (10) business days
<br />after written request by Landlord• reimburse all orLandlord's Review Expenses relating to such proposed Transfer, For the avoidance of doubt, this
<br />Section 11.6 sha)I not apply to any Permitted Sublease
<br />11.7 Cmitinuilie Liability or Tenant. Notwithstanding the consummation or attempted consummation of any Tinnsfar under this
<br />Anlcie I ( (including. but not limited to, any assignment of this Lease), Tenant shall rennin as fully and piim❑rily liable fur ilia payment orRent End
<br />for the perfunnunee oral] Other obligations cribs "'tenant" contained in (his Lease to the same extent us II'Che Transfer hall not owurn:1 Any net or
<br />omission army Transferee tint violaes the terms orthis Lease shall be deenicd a delilull by Tenant under Oils Lease, and hollowing expiration ofthe
<br />applicable notice and cure per•Iod, shall be doomed an Event of Default, in which case. Landlord may proceed directly against Original Tenant (❑ illor
<br />ally or Its successors as the "Teuau" hereundor) without the necessity or cehaustiug Its remedies against such Transi'erca (notwithstanding the fact
<br />thin Ora Original Tenant (rand/o' any of its successors as the 'Tunant' hereunder) may have assigned all orits right, title and interest In this Lease).
<br />Landlord may eoneea to subsequent Tmnslbrs orthis Lease with Translerces of Tenant, upon notice ni 'Tenant. but without obtaining its or Chair
<br />consent thereto, and such action shall not relieve Tenant artist liability under this Lease.
<br />ILA Nan-Widyci, Thd consent by Landlord to sty TransFer shall not relieve Tenant, or an), Person ciaiining through or under
<br />Tenant, or the obligadr n to Obtain the consent of Landlord. pursuant In this ArLiCle I I, in any further Transfer. Following any Transfer, Luhdlm•d
<br />may collect (ten( from the Transferee without wihiving my rights heruuuder, and collection oldie Real from a Person adter than Tenant shall not he
<br />Mt th•Ckle CLraer tlr—Cla• nfSnaer tan Cna,r¢ • 1 1 •
<br />80A-670
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