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proposed assignee; or (a) terminals ills Louse!" Its entirely or as to the portion of the Promises subject to the proposed Transfer, with a proportionate
<br />adjusbuoni in the Rent payable hereunder if this Lease is terminated as to less than ail of die Premises, For he avoidance of doubt, this Section 1 13
<br />shall not apply to any Permitted Sublease.
<br />1I.4 ladlin-d's CoNscalt,Standards;
<br />I IA.I If Landlord does not exercise any ordle options described In Section 1 IJ above, then within twenty (20) business days
<br />following Its receipt of a Transfer Notice (and all of the otter Items described In Splodoo 11,2 above), Landlord shall notify Tenant whetter it will
<br />grant or withhold its consent to the proposed Trunsibe to accordance with Section 1 IJ below, Landlord's consent to any proposed Transfer shall not
<br />be unreasonably withheld; provided, however, that In addition to any osier grounds available hereunder or under applicable Law for property
<br />withholding consent to such proposed Transfer, 'fallen( acknowledges and agrees [lint It shall be rgasonabte for Landlord to withhold its consent to
<br />any proposed Transfer iL' (a) in Landlord's good faith judgment: (1) the proposed Trausfarec does not havo the financial snength (taking into
<br />Account all ofthe Transferue's other actual a• potential obligations and liabilities) to pertLrm its obligatlons will' inspect to the proposed Transfer (or
<br />otherwise does not satisfy Landlord's standards for financial Standing with respect to tenants under direct leases or comparable economic scope), (it)
<br />the proposed Transferee is of o choraoter or reputation orengagsd in a business which is not consistent will, the quality of the Project or the business
<br />laid operations of the proposed Transferee are net. of comparable quality to the business slid 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 Transfa•eu would; (A) significantly increase pedestrian
<br />traffic in And out of the Building and/or the Project, (B) generate htcrreased loitering In Common Areas, (C) increase security risk, or (D) require any
<br />Rherat]uns to ilia Building or (he Project to cmnply with Applicable Laws; (b) the proposed 'Pransforee has the power of eminent domain, is a
<br />govemmmtai agency or an agency or subdivision of a foreign govammhe1%(0) the proposed Transferee intends to use any part of the Premises 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 the proposed Trans%lcc (1) Occt,P]m space in tie Project or bas negotiated with Landlord whim the preceding one
<br />hundred eighty (189) days (or Is currently negotiating with Landlord) to lease space In the Project or (11) is a direct coapatitor of Landlord; (a) en
<br />F.vont of Default then exists; (f) the proposed'tmnsfer 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 falls to consent thahglo; (h) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of
<br />expansion, right offirst offer, or other similar rhoits held by Tonant (or wail allow the Transferee to occupy space leased by Tenant pursuant hh any
<br />such right); (I) the proposed Transfer would be on economic lours (based upon effective rental rules) Moro favorable to die Transferal than the
<br />economic terms then being accepted by Landlord for comparable direct leasing transactions In the Project; or p) the proposed Transfer would result
<br />Ill more than (bred subleases per each fill] floor of the Premises being in effect at Any one time during the Term. For the avoidance of doubt, this
<br />Section 1 14.1 shall not apply to any Permitted Sublease
<br />11.4.2 Notwllhslnnding anything to the contrary in tills Lease, tf Tenant or any proposed Transleivee claims that Landlord has
<br />u imm nnnbly Withheld its consent or otherwise acted In a ,tanner not permitted under this Article I I then the solo remedy or Tonant and such
<br />Proposed Transferee If such claim is determined by a court of competent jurisdiction to he successful shall be a docla•Atory, judgment slid an
<br />injunction for the relief sought without Any monetary damages or other Monetary relief. To the nmainuan extent permitted by Law, Tenant and each
<br />proposed Tronsferoo hereby waive any and all ether remedies, locluding, without lindtallon, nny right at Inv or artily to terminate this Lease with
<br />respect to any such claim. Tenant shall indenei ly, defend, protect and bold harmless Landlord Aron any and all Claims involving o asserted by any
<br />paint party or parties (including, Wilhott Ihnimtion, Tenant's proposed 'transferee and/or say broker representing Tenant aid/or such Transferee in
<br />connection with a proposed TmnsAA-) chaimlog they were damaged by Landlord's wrongful withholding or delaying of consent to any proposed
<br />Transfer or other breach oflhls Article 11, Tenant acknowledges that Tenants rights under this Article I 1 satisfy the conditions act fain, In Section
<br />1951,4 of tan CRI(foraiu Civil Code with respect to the Availability to Leadlorei of certain remedies for a dofault by Tenant under this Lease.
<br />11,5 'transfer Profits. Subject to the provisions of till Article 11, if Landlord consorts tc any Transfer (ather than a permitted
<br />Sublease), Tonant shall pay to Landlord 01ty percent (50°%) of any Transfer Ill oll s. Tenant shall provide Landlord with a detailed statement selling
<br />forth the c ilcuhothin of any Transfer Profts that Tenant either has or will derive Irene a Transfer. Landlord or its representative shall have tine right at
<br />all reasorhble times to audit ale books kind records of Tenant with respect to the cnlcti edmi or Transfer Profit. Ir such inspection reveals An
<br />underpayment by Taunt of T ransf a, Profits, Tarsal shall pay to Landlord Are deficiency and the cost of Landlord's nudit within tau (10) business
<br />days after its receipt orthe results of such audit. Partible ovoidalm of doubt, this Suction 11 5 shall net apply to any Permitted Sublease
<br />11.6 landlord's Costs, With respect to each'rrnnsibr (other than a permilted Sublease) proposed to be corssuuumuted by Tenant,
<br />whether or not Landlord shall grant consent, and whether or not Landlord's consent shall be required, T'amnt sha11, within ten (10) business clays
<br />alter written request by Landlord, reimburse all of Landhm•d•s Review Expenses n lethm to such proposed TnanaRr. For the avoidance of doubt, this
<br />Section 11.6 shall not apply to any Permitted Sub]easp.
<br />113 Cuntinnhla Liability oi" Tenant. Nolwhlistanding the consummation or attempted consummation or any Tmasier under this
<br />Article I 1 (including, but not limited to, any assignment of this Lense). Tenant shall remain as fully aid primnrdy liable for the payment of Rent and
<br />air the porrormaneo of all other obligotions artheTuna no contained in tills Lease to the scone extent its IPthe Translhr had not Occurred. Any act or
<br />omission of airy Transferee tint violates the terms of this lease shad be deemed a delimit. by Talent under this Lease. and fbl lowing expiration or the
<br />applicable notice and cure period, shall be deemed ran EvorlofDafall, in which case. Uladlo•d rally proceed directly against. Original Tenmit(and/or
<br />any or its successors its the "Tenant" hereunder) without the necessity of exhausting its remedies against such Trmnstboe (notwithstanding the fact
<br />[hilt the Original Tenant (rind/or city of its sroces4ors as the '"I'ensnt" hereunder) may have assigned all of its right, title and interost in this I.,caso),
<br />Landlord may consent to subseruent Trnaslbrs or this Lensc with 'transferees of Tonant, upon notice ill Tunael, bat without obtaining Its or that,,
<br />consent thereto. and such action shall not retcve'I"enont of its liability under this Louse.
<br />11.9 Nan-tVuivar, 'The consent by Landlord to any Transfer shall not relieve T'enmil; or• any Person claiidng through or under
<br />Tenant, ol'tlhe obligation to obtain the consent aI' Landlord. pt,Ntmut to this Article 11. to nny Bather Tilhl l'er. Pollnwing tiny Transfer. Landlord
<br />cony collect Rom fivrn the TrausPerec with Out waiving ally rights hereunder, and collection of the Runt froth A Person other than Tenant shall not be
<br />801 rV Cfulc CNnrarOr—Clp�nfSnnrodui Ltnsv
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