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proposed assignee; or (c) terminate this Lease in its entirely 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 than all of the Premises, Por the avoid once of doubt, this Section 1 19
<br />shall not apply to any Permitted Sublease.
<br />11.4 Landlord's Cnnsmt; 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 ore 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 tinder applicable Law for 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 proposer) Transferee does not have the financial strength (laking into
<br />account nil 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), (hi)
<br />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
<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 mid/or the Project, (B) 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 eminott 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 Ilse proposed Transferee, or any person which directly or indirectly controls, is controlled by, or is
<br />under comuain control with the proposed Transl'eree (i) occupies space in the Project or has negotiated with Londlord within the preceding one
<br />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
<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; (In) 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 terms (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 (j) 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 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 Tenons 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 relief. To the maximum extent permitted by Law, Teri and each
<br />proposed Transferee hereby waive any and all otter remedies, including, without litnitation, any right at law n 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 of asserted by any
<br />thin] 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 acknawledges that Tenant's rights under this Article I I satisfy the conditions set forth in Section
<br />1951A ofthe California Civil Code with respect to the availability to Landlord ofcertain remedies for a de Lill 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 Ltndlm'd filly percent (50%) of any Transfer Plural. 'fallout shall provide Landlord with a detailed statement selling
<br />forth the calculation of tray Transfer Profits that Tenant either has or will derive lkoin a Transfer. Landlord or its representative shall have the right at
<br />all reasonable times to audit the hooks and records of Tenant with respect to the calculation of Transfer Profits, If such inspection reveals on
<br />underpayment by Tenant of Transfer Profits, Tenout shall pay to Landlord the deficiency and the cost onandlord's audit within ten (10) business
<br />days after its receipt of [lie results of such audit. For the avoidance of doubt, this Section 11.5 shall not apply to any Permitted Sublease
<br />11.6 1.emdinrd'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, Tenant shall, within ten (10) business Clays
<br />after written request by landlord, reimburse all of Landlard's Review Expenses relating to such proposed 'Pransfer. Por the avoidanm of doubt, this
<br />Section 11.6 shall not apply to any Permitted Sublease
<br />11.7 Continuing Liability of Tenant. Notwithstanding the consummation or attempted cansumnnation of any Transfer under this
<br />Article I I (including. but not limited to, oily assignment of this Lease), 'tenant shall remain as fully and primarily liable fertile payment of Rent and
<br />Cor the performance of all other obligations of the "Tenant" contained In this Lease to the same extent as if lhe'rransfer had not occurred. Any act or
<br />omission of any Transferee that violates the terms of this Lease shall be deemed a default by Tenant ruder this Lease. and Hollowing expiration ofthe
<br />applicable notice and cure period, shall be deemed an Event of Ucfndt, in which case. Landlord may proceed directly against Original Tenant (and/or
<br />anv Grits successors as the "Tenant" hereunder) without the necessity orcxhaustiug its remedies against such Transferee (notwithstanding the Fact
<br />that die Original 'tenant (and/or any of its successors as the "I'mant" hereunder) inay have assigner) all of ils right, title nal interest in this Lease).Landlord may consent to subsequent Transfers of this Lease with Transt'erees of Tenant, upon notice to 'Tenant. but without obtaining its or their
<br />consent thereto. and such action shall not relieve Tenant orirs liability under this Lcasc.
<br />11.8 Non -Waiver. I lie consent by Landlord to any 'Transfer shall not relieve fallout, or any Person claiming through or under
<br />Tenant, of the obligation to obtain the consent o1' landlord. pursuant it, this Article 11, to any further Traister. Following any transfer, Landlord
<br />may collect Rent Iron the Trnnsfcree without waiving any rights hereunder, and enlleation of the hent frons a Person other than Tenant shall not be
<br />801 W'Ch* Cramer Or—Cup' nfSawetkia Gere -11-
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