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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 !]'this Lease is terminated as to less Ilan all of the Premises, For the avoidance of doubt, this Seclian 11 3
<br />shall not apply to any Permitted Sublease.
<br />1 IA Landlord's Consent: Staada•ds.
<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 nil 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 shot] not
<br />be unreasonably withheld; provided, however, that in addition to any other 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) in Landlord's good faith 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 ]'aspect 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), (it)
<br />the proposed Transferee is of a character or reputation at, engaged in a business which is not consistent with the 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 Project or (if) 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 mid/or the Project, (13) generate increased loitering in Common Areas, (C) increase security risk, or (D) require any
<br />alterations to the 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; (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 Transfereq, or any person 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 (if) is a direct competitor of Landlord; (e) no
<br />Event of Default then exists; (f) 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) oily 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); (i) the proposed Transfer would be on economic temps (based upon effective rental rates) more favorable to the 'Transferee than the
<br />economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project•, or CI) the proposed Trnsfer would result
<br />in more than three subleases per each full floor of the Premises being in effect at any one time during the Penn. For the 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 the relief sought without any monetary damages or other monetary retie]'. To the moxiniu n extent permitted by Law, Torment and each
<br />proposed 'transferee hereby waive any and all other remedies, including, without limitation, any right of law or equity to terminate Otis Lease with
<br />respect to any such claim. Tenant shall indemnify, defend, protect and hold harmless Landlord filar any and all Claims involving or asserted by any
<br />third party or parties (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 Article 11. Tenant acknowledges that Temut's rights under this Article I I satisfy the conditions set tariff In Section
<br />1931.4 ofthe California Civil Code with respect to the availability to Landlord of cerurin remedies for a default by Tenant under this Lease.
<br />11.5 'transfer Profits. Subject to the provisions of this Article 11, if Landlord consents to any Transfer (other than a Permitted
<br />Sublease), Tenant shall pay to Landlord fifty percent (50"/0) of any Transfer Plural. 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 o Transfer. Landlord or its representative shall have the right at
<br />all reasonable times to audit lie books and records of Tenant with respect to the calculation of Transfer Profits. If such inspection reveals on
<br />underpayment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and the cost of Landlord's audit within ten (10) business
<br />clays after its receipt of the results of such audit. partible avoidance of doubt, this Section 11.5 shall not apply to any Permitted Sublease
<br />11.6 Landlord's Costs, With respect to each Transfer (other than a Permitted 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, Tenon[ shall, within ten (10) business clays
<br />after written request by Landlord, reimburse fill of Landlord's Review Expenses relating to such proposed 'Transfer. For the avoidance of doubt, this
<br />Section 11.6 shall not apply to Lilly Permitted Sublease
<br />11.7 Cantinuine Liability of Tenant. Notwithstanding the consummation or attempted consummation of any Transfer under this
<br />Article I I (including. but not limited lo, any assignment of this Lease), Tenant shall remain as filly and primarily liable fnthe payment of Rent and
<br />fertile performance oftill other obligations of the "Tenant" contained in this Lease to the same extent as if the Translbr hact not occurred. Any act or
<br />omission orally Transfeme that violates the forms of this Lease shall be cleared a default by Tenant under [his Lease. and following expiration ofthc
<br />applicable notice and cure period, shall be deemed an Event of Default, in which case. Landlord may proceed directly against Original Tenant (and/orr
<br />any offs Suceessms as the "Tenant" hereunder) without the necessity of exhausting its remedies against such Transferee 0mtwilhs'tanding the fact
<br />that the Original Tenant (Ind/or any of its successors as [tic "Tenant" hereunder) mrry have assigned all of its right, title and interest in this Lease).
<br />Landlord may consent to subsequent Transfers of this Lease with Transferees of Tenant, upon notice to 'fella nl, but without obtaining its or their
<br />consent thereto. and such action shall not rellavc Tenant of its liability under this Lease.
<br />1118 Non -Waiver. The consent by Landlord to any Transfer shall not relieve Tenant. or any Person clairiling through or under
<br />Tenant, of the obligation to obtain the consent of landlord. pursuant to Ihis Article 11, to any further franslbr. Following any Transfer, Landlord
<br />may collect Reef from the Tran sfc= without waiving any rights hereunder, and collection of"Ill e Rol iI from a Person other than 'fenanr shall not be
<br />801 W Chair Center Dr —City nfSanta Ann Lease .I I-
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