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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 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 1 1.3 shall not apply to any Permitted Sublease. 11.4 Landlord's Consent; Standards. 11.4.1 If Landlord does not exercise any of the options described in Section 11.3 above, then within twenty (20) business days 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 grunt or withhold its consent to the proposed Transfer in accordance with Section 11.4 below. Landlord's consent to any proposed Transfer shall not be unreasonably withheld; provided, however, that in addition to any other grounds available hereunder or under applicable Law for properly withholding consent to such proposed Transfer, Tenant acknowledges an(] agrees that it shall be reasonable for Landlord to withhold its consent to any proposed Transfer if: (a) in Landlord's good faith judgment: (i) the proposed Transferee docs not have the financial strength (taking into account all of the Transferee's other actual or potential obligations and liabilities) to net foam its obligations with respect to the proposed Transfer (or otherwise does not satisfy Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope), (ii) the proposed Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Project or the business and operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord in the Project or (iii) the use of the Premises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian 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 alterations to the Building or the Project to comply with applicable Laws: (b) the proposed Transferee has the power of eminent domain, is a 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 purpose not permitted under this Lease; (d) either the proposed Transferee, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed Transferee (i) occupies space in the Project or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Project or (ii) is a direct competitor of Landlord; (e) an 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 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 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 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 such right); (i) the proposed Transfer would be on economic terms (based upon effective rental rales) more favorable to the Transferee than the economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project; or (j) the proposed Transfer would result in more than three subleases per each full floor of the Premises being in effect at any one time during the Tenn. For the avoidance of doubt, this Section 11.4.1 shall not apply to any Permitted Sublease 11.4.2 Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article I L then the sole remedy of Tenant and such proposed Transferee if such claim is determined by a court of competent jurisdiction to be successful shall be a declaratory judgment and an injunction for the relief sought without any monetary damages or other monetary relief. To the maximum extent permitted by Law, Tenant and each proposed Transferee hereby waive any and all other remedies, including, without limitation, any right at law or equity to terminate this Lease with respect to any such claim. Tenant shall indemnify, defend. protect and hold harmless Landlord from any Lail all Claims involving or asserted by any third party or parties (including, without limitation, Tenant's proposed Transferee and/or any broker representing Tenant and/or such Transferee in connection with a proposed Transfer) claiming (hey were damaged by Landlord's wrongful withholding or (relaying of consent to any proposed Transfer or other breach of this Article 11. Tenant acknowledges that Tenant's rights under this Article I I satisfy the conditions set forth in Section 1951.4 of the California Civil Code with respect to die availability to Landlord of certain remedies for a default by Tenant under this Lease. 11.5 Transfer Profits. Subject to the provisions of this Article 11, if Landlord consents to any Transter (other than a Permitted Sublease), Tenant shall pay to Landlord fifty percent (50%) of any Transfer Profits. Tenant shall provide Landlord with a detailed statement setting forth the calculation of any Transfer Profits that Tenant either has or will derive fi'om a Transfer. Landlord or its representative shall have the right at all reasonable times to audit the books and records of Tenant with respect to the calculolion of Transfer Profits- If such inspection reveals an underpayment by 'tenant ofTrins fer Profits, Tenant shall pay to Land Imd the deficiency and the cost of Landlord's audit within ten (10) business days after its receiptof the resultsof such audit. For do avoidance of doubt, this Section 11.5 shall not apply Loan) Permitted Sublease 11.6 Landlord's Costs. With respect to each Transfer (other than a Pertained Sublease) proposed to be consummated by 'tenant, whether or not Landlord shall grant consent, and whether or not Landlord's consent shall be required. Tcnant shall, within ten (10) business days after written request by Landlord, reimburse all of Landlord's Review Expenses relating to such proposed transfer. Fertile avoidance of doubt, this Section 11.6 shall not apply to any Permitted Sublease 11.7 Continuing Liability of Tenant. Notwithstanding the consummation or attempted consummation of any Transfer under this Article I l (including, but not limited to, any assignment of this Lease), Tenant shall remain as fully and primarily liable for the payment of Rent and for the performance of all other obligations of the "Tenant" contained in this Lease to the same extent as if the Transfer had not occurred. Any act or omission of any l7ansferce that violates the terms of this Lease shall be deemed it default by Tenanl under this Lease- and following expiration critic applicable notice and cure period. shall be deemed an Event of Default, in which case Landlord may proceed directly against Original'fenant (and/or any of its successors as the "Tannin' hereunder) without the necessity of exhausdne its remedies against such Transferee (notwithstanding the fact that the Original Tcnant (and/or any of its successors HS the "Tenant" hereunder) may have assigned all of its right. title and interest in this Lcasc). Landlord may consent to subsequent Transfers of this Lease with Transferees of Tenunt. upon notice to "fenont- but without obtaining- its or their consent thereto. and such action shall not relieve Tenant of its liability under this Lease. 11.8 Non-NN'aiver. The consent by Landlord to any Transfer shall not relieve Tenant. or any Person claiming through or under Tenant. of the obligation to obtain the consent of Landlord, pursuant to this Article I I. to any fintlrer "transfer. hollowing any Transfer. Landlord may collect Rent frons the Transferee without waiving any rights hereunder, and collection o1 the Rent lirom a Person other than Tenant shall not be 80111 Ch is Center Dr—City afSwat, tna Lease -I1-