REFLECTING TENANT'S
THEN-CURRENT FINANCIAL CONDITION; PROVIDED, HOWEVER, THAT UNLESS THE PROJECT IS
THEN FOR SALE OR SUBJECT TO REFINANCING, OR AN EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, LANDLORD SHALL NOT EXERCISE ITS RIGHTS UNDER THIS SECTION 6.8
MORE FREQUENTLY THAN ONE (1) TIME PER CALENDAR YEAR.
TENANT SHALL NOT BE
REQUIRED TO PROVIDE FINANCIAL STATEMENTS PURSUANT TO THIS SECTION 6.8 DURING ANY
PERIOD IN WHICH TENANT HAS OUTSTANDING A CLASS OF PUBLICLY TRADED SECURITIES AND
IS FILING WITH THE SECURITIES AND EXCHANGE COMMISSION, ON A REGULAR BASIS, FORMS
10Q AND 10K AND ANY OTHER PERIODIC FILINGS REQUIRED UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
TENANT REPRESENTS AND WARRANTS THAT ALL
FINANCIAL STATEMENTS, RECORDS AND INFORMATION FURNISHED BY TENANT TO LANDLORD IN
CONNECTION WITH THIS LEASE ARE TRUE, CORRECT AND COMPLETE IN ALL RESPECTS.
ARTICLE 7.
ASSIGNMENT OR SUBLEASE
7.1
NO ASSIGNMENT WITHOUT CONSENT.
TENANT SHALL NOT VOLUNTARILY OR BY
OPERATION OF LAW ASSIGN, TRANSFER OR ENCUMBER (COLLECTIVELY "ASSIGN") OR SUBLET
ALL OR ANY PART OF TENANT'S INTEREST IN THIS LEASE OR IN THE PREMISES WITHOUT
LANDLORD'S PRIOR WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD
SUBJECT TO THE TERMS OF THIS ARTICLE 7.
A CHANGE IN THE CONTROL OF TENANT IN A
TRANSACTION OR A SERIES OF TRANSACTIONS SHALL NOT BE DEEMED AN ASSIGNMENT
HEREUNDER, UNLESS THE ESSENTIAL PURPOSE OF SUCH CHANGE OF CONTROL IS TO TRANSFER
THE TENANT'S INTEREST IN THIS LEASE WITHOUT ACTUALLY CONVEYING A SUBSTANTIAL,
ACTIVE, ONGOING BUSINESS, IN WHICH EVENT SUCH CHANGE OF CONTROL SHALL CONSTITUTE
AN ASSIGNMENT REQUIRING LANDLORD'S CONSENT.
THE FOLLOWING TRANSFERS SHALL NOT
BE INCLUDED IN DETERMINING WHETHER CONTROL HAS BEEN TRANSFERRED: THE TRANSFER OF
OUTSTANDING CAPITAL STOCK OR OTHER LISTED EQUITY INTERESTS BY PERSONS OR PARTIES
OTHER THAN "INSIDERS" WITHIN THE MEANING OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, THROUGH THE "OVER THE COUNTER" MARKET OR ANY RECOGNIZED NATIONAL OR
INTERNATIONAL SECURITIES EXCHANGE (INCLUDING, WITHOUT LIMITATION, NASDAQ).
7.2
NOTICE OF ASSIGNMENT.
IF TENANT DESIRES TO ASSIGN THIS LEASE OR
ANY INTEREST HEREIN OR SUBLET THE PREMISES OR ANY PART THEREOF, TENANT SHALL
GIVE LANDLORD WRITTEN NOTICE OF SUCH INTENT.
TENANT'S NOTICE SHALL SPECIFY THE
DATE THE PROPOSED ASSIGNMENT OR SUBLEASE WOULD BE EFFECTIVE AND BE ACCOMPANIED
BY INFORMATION PERTINENT TO LANDLORD'S DETERMINATION AS TO THE FINANCIAL AND
OPERATIONAL RESPONSIBILITY AND APPROPRIATENESS OF THE PROPOSED ASSIGNEE OR
SUBTENANT, INCLUDING, WITHOUT LIMITATION, ITS NAME, BUSINESS AND FINANCIAL
CONDITION, FINANCIAL DETAILS OF THE PROPOSED TRANSFER, THE INTENDED USE
(INCLUDING ANY MODIFICATION) OF THE PREMISES, AND EXACT COPIES OF ALL OF THE
PROPOSED AGREEMENT(S) BETWEEN TENANT AND THE PROPOSED ASSIGNEE OR SUBTENANT.
TENANT SHALL PROMPTLY PROVIDE LANDLORD WITH (I) SUCH OTHER OR ADDITIONAL
INFORMATION OR DOCUMENTS REASONABLY REQUESTED (WITHIN TEN (10) DAYS AFTER
RECEIVING TENANT'S NOTICE) BY LANDLORD, AND (II) AN OPPORTUNITY TO MEET AND
INTERVIEW THE PROPOSED ASSIGNEE OR SUBTENANT, IF REQUESTED BY LANDLORD.
7.3
LANDLORD CONSENT.
LANDLORD SHALL HAVE A PERIOD OF TEN (10) DAYS
FOLLOWING SUCH INTERVIEW AND RECEIPT OF SUCH ADDITIONAL INFORMATION (OR TWENTY
(20) DAYS