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proposed assignee; or (c) terminate this Lease in its entirety or as to the portion of the Premises subject to the proposed Transfer, with a proportionate
<br />adjustment in the Rent payable hereunder if this Lease is terminated as to less than all of the Premises, For the avoidance of doubt, this Section 11.3
<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 of the options described in Section 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 Section 11.2 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. Landlord's consent to any proposed Transfer shall not
<br />be unreasonably withheld; provided, however, that In addition to any other grounds available hereunder or under applicable low for properly
<br />withholding consent to such proposed Transfer, Tenant acknowledges and agrees that it shall be reasonable for Landlord to withheld its consent to
<br />any proposed Transfer if. (a) in Landlord's good fledn judgment: (1) the proposed Transferee does not have the financial strength (taking into
<br />account all of the Transferee's other• actual or potential obligations and liabilities) to perform its obligations with respect to the 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 or engaged in a business which Is not consistent with the quality of the Projector file 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 (III) the 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 the Project, (B) generate increased loitering in Common Areas, (C) increase security risk, or (D) require any
<br />alterations to fife 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 pennitted under this Lease; (d) either the proposed Transferee, or any poison which directly or indirectly controls, is controlled by, or is
<br />under common control with the proposed Transferee (i) occupies space in the 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 />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 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 fire 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 city
<br />such right); (i) the proposed Transfer would be on economic terms (based upon effective rental rates) more favorable to die Transferee than the
<br />economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project; or 0) the proposed Transfer would result
<br />in more than 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 A.1 shall not apply to any Permitted Sublease
<br />11.4.2 Notwithstanding anything to the contrary in this Lease, ifTenant or any proposed Transferee claims that Landlord has
<br />unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article 11. then the sole remedy of Tenant and such
<br />proposed Transferee if such claim Is delernhfned by a court of competent jurisdiction to be successful shall be a declaratory judgment and an
<br />injunction for ilia relief sought without any monetary damages or other monetary relief. To the maxinnun extent permitted by Law, Tenant and coal]
<br />proposed Transferee hereby waive any and all other remedies, including, without limitation, any right at law or equity to terminate this Lease with
<br />respect to any such claim. Tenant shall indemnify, defend, protect and hold harmless Landlord from any and all Claims involving or asserted by any
<br />third party or pales (including, without limitation, Tenant's proposed Transferee and/or any broker representing 'tenant and/or such Transferee in
<br />connection with a proposed Tronsfer) claiming they were damaged by Landlord's wrongful withholding or delaying of consent to any proposed
<br />Transfer or other breach of this Article 11. Tenant acknowledges that Tenant's rights under this Article 1 I satisfy the conditions set forth in Section
<br />1951.4 of the California Civil Code with respect to die availability to Landlord orcertain remedies for a default by Tenant under this Lease.
<br />11.5 'transfer Profits. Subject to die provisions of this Article 11 if Landlord consents to any Transfer (other than a Permitted
<br />Sublease), Tenant shall pay to Landlord fifty percent (5001.) of any 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 audit tie books and records of Tenant with respect to the calculation or Transfer Profits, If such inspection reveals an
<br />underpayment by Tenant ofTransfcr Profits, Tenant all all pay to Landlord the deficiency and the cost of landlord's audit within ten (10) business
<br />days after its receipt of the results of such audit. For the avoidance of doubt, this Section 11.5 shall not apply to any Pemdtted Sublease
<br />11.6 Landlord's Costs, With respect to each 'transfer (other than a Pennited 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 Lnndiord's Review Expenses relating to such proposed Transfer. For the avoidance of doubt, this
<br />Section 11.6 shall not apply to any Permitted Sublease
<br />11.7 Continufne Liability of Tenant. Notwithstanding the consummation or attempted consummation of any Transfer under this
<br />Article I (including. but not limited to, any assignment of this Lease), Tenant shall remain as folly and primarily liable fertile payment of Reu and
<br />for the performance ora11 other obligations orthe "'tenant" contained in this tease to the sane extent us ii'the Transfer had not occurred. Any act or
<br />omission of any Transf'orce that violates the terms orthis Lease shall be deemed a default by Tenant under this Lease. and following expiration orlhe
<br />applicable notice and cure period, shall be deemed an Event of Default, in which case. Landlord may proceed directly against Original Tenant (and/or
<br />any of its successors as the "Tenant' hereunder) without the necessity of exhausting its remedies against such Trauleree (notwithstanding the fact
<br />that the Original Tenant (and/or any of its successors as ilia'"renane hereunder) ma'v have assigned all or its right, title and Interest in this Lease).
<br />Landlord Play consent to subsequent Transfers orthis Lease with Transl'erces of Tenant, upon notice to Tenant, but without obtaining Its or their
<br />consent thereto, and such action shall not relieve Tenant of ifs liability under this Lease.
<br />11.8 Non-Walvei. The consent by Landlord to tiny Transfer shall not relieve Tenant, or any Person clninning through Or under
<br />Tenant, of the obligation to obtain tie consent orlandlord. pursuant to fits Article 11, to any limber Tannsler. Following any Transfer, Landlord
<br />may collect Rent from the Transferee without waiving any rights hereamlCr, and collection ol'the Rea from a Person other than Tenant shall not be
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