Circuit City 1997 Annual Report Download - page 39

ratio as the total number of rentable square feet in the portion of the Premises taken bears to the total number of rentable square feet in the
Premises immediately before the date of taking. In the case where a portion of the Premises is taken and the Lease remains in full force and
effect. Landlord shall, at its own cost and expense, make all alterations or repairs to the Premises so as to make the portion of the Premises not
taken a complete architectural unit. Such work shall not, however, exceed the scope of work done by Landlord in originally constructing the
Premises. If any portion of the Building other than the Premises is taken and in Landlord's reasonable opinion the Building should be restored
in a manner that materially alters the Premises, or if severance damages from the condemning authority are not available to Landlord in
sufficient amounts to permit such restoration, Landlord may terminate this Lease upon written notice to Tenant. Basic Monthly Rent due and
payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which there is substantial
interference with Tenant's use of the Premises, as reasonably determined by Landlord or Landlord's architect. Each party hereby waives the
provisions of Section 1265.130 of the California Code of Civil procedures and any present or future law allowing either party to petition the
Superior Court to terminate this Lease in the event of a partial taking of the Building or Premises.
If the Premises are totally or partially taken by condemnation, Tenant shall not asset any claim against Landlord or the taking authority for any
compensation because of such taking, and Landlord shall be entitled to receive the entire amount of the award without any deduction for any
estate of interest of Tenant. NOTWITHSTANDING THE FOREGOING, TENANT MAY MAKE A SEPARATE CLAIM AGAINST THE
CONDEMNING AUTHORITY FOR ITS MOVING EXPENSES AND OTHER CLAIMS TYPICALLY ALLOWED OF TENANTS IN
SIMILAR SITUATIONS.
19. ASSIGNMENT OR SUBLEASE.
Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other
person or entity (except Tenant's authorized representatives, employees, invitees, or guests) to occupy or use all or any part of the Premises
without first obtaining Landlord's consent which Landlord shall not unreasonably withhold. Landlord shall be deemed reasonable in
withholding its consent if it determines in its sole discretion that: (i) the financial net worth of the proposed assignee or sublessee is not equal to
or greater than Tenant's financial net worth as of the date of this Lease as increased by the increase in the Consumer Price Index, if any,
between the date of this Lease and the date of the assignment or sublease, (ii) (NOTE:
PREVIOUSLY TYPED LANGUAGE DELETED); (iii) the intended use of the Premises by the proposed assignee or sublessee will require
more than insignificant alteration of the Premises; (iv) the intended use of the Premises by the proposed assignee or sublessee will constitute a
violation of this Lease or any governmental law, rule, ordinance or regulation governing the Premises or would involve the storage, use or
keeping of Hazardous Materials (as defined in Exhibit H attached hereto) in, on or about the Premises, the Common Areas or any other portion
of the Project; or if (v) the proposed rent for the proposed assignee is less than the Rent then in effect under the Lease; or (vi) the proposed
assignee or sublessee is a tenant in the Project or has negotiated to be a tenant in the Project any time in the six
(6) months just preceding Tenant's request for Landlord's consent AND LANDLORD IS THEN LEASING A SIMILAR AMOUNT OF
SPACE IN THE PROJECT. Any assignment, encumbrance or sublease without Landlord's written consent shall be voidable and at Landlord's
election, shall constitute a default. Landlord's waiver or consent to any assignment or subletting shall not relieve Tenant of any assignee or
sublessee from any obligation under this Lease whether or not accrued.
If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the
partnership, shall be deemed a voluntary assignment. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization
of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least 25% of the value of the assets
of Tenant shall be deemed a voluntary assignment. The phase "controlling percentage" means ownership of and right to vote stock possessing
at least 25% of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for election of
directors. The preceding two sentences of this paragraph shall not apply to corporations the stock of which is traded through a public exchange.
If Landlord shall consent to any assignment or sublease of this Lease, three-quarters (3/4) of all sums and other consideration payable to or for
the benefit of the Tenant from its assignee or subtenant in excess of the rent payable by Tenant to Landlord under this Lease, or in the case of a
sublease, in excess of the rent fairly allocable to such subleased portion as reasonably determined by Landlord PLUS, IN EITHER CASE, THE
LEGAL FEES, BROKERAGE COMMISSIONS AND TENANT-PAID ALTERATIONS REQUIRED TO CONSUMMATE SUCH
ASSIGNMENT, shall be paid to Landlord, as and when such sums are due and payable. If Tenant requests Landlord to consent to a proposed
assignment or subletting Tenant shall pay to Landlord, whether or not consent is ultimately given, $100 or Landlord's reasonable attorneys' fees
incurred in connection with such request, whichever is greater.
No interest of Tenant in this lease shall be assignable by involuntary assignment through operation of law (including, without limitation, the
transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) If Tenant is or
becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which
Tenant is the bankrupt; or it Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other
person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) If a writ of attachment or
execution is levied on this Lease; or (c) If in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take
possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to
terminate this Lease, in which case this Lease shall not be treated as a asset of Tenant.
20. DEFAULT.
The occurrence of any of the following shall constitute a default by Tenant: (a) A failure to pay rent or any other charge WITHIN FIVE (5)
DAYS OF THE DATE when due; (b) Abandonment of the premises (failure to occupy and operate Premises for thirty (30 consecutive days
shall be deemed an abandonment); (c) The making by Tenant or any guarantor of this Lease ("Guarantor") of any general assignment for the
benefit of creditors; the filing by or against Tenant or any Guarantor of a petition to have Tenant or such Guarantor adjudged a bankrupt or a