Circuit City 2005 Annual Report Download - page 111

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3. That the foregoing authority was conferred upon the person(s) named above by the Board of Directors of
Guarantor, at a duly convened meeting held _____________, 20___.
EXHIBIT G
FORM OF LANDLORD WAIVER AND CONSENT
LANDLORD’S WAIVER AND CONSENT
NAME OF RECORD OWNER OF REAL
ROPERTY:___________________("Landlord")
ADDRESS OF REAL PROPERTY:_________________________________ (the
"Premises")
WHEREAS, Landlord is the owner of the Premises, and represents that Landlord has or is about to enter into a
lease transaction (the “Lease”) with ________________________ (“Borrower”) pursuant to which Borrower has or
will acquire a leasehold interest in all or a portion of the Premises; and
WHEREAS, JPMorgan Chase Bank, N.A. (“Chase”) the various other financial institutions (collectively,
“Lenders”) and Chase, as agent for Lenders (“Agent”) has or is about to enter into a financing transaction with
Borrower and related companies (collectively with Borrower, individually and collectively, the “Company”); to secure
such financing, each Company has granted to Agent for its benefit and for the ratable benefit of Lenders a security
interest and lien in the tangible and intangible personal property of such Company, including, without limitation,
goods, inventory, machinery and equipment, together with all additions, substitutions, replacements and improvements
to, and the products and proceeds of the foregoing (collectively, the “Collateral”); and
WHEREAS, all or a portion of the Collateral may from time to time be located at the Premises or may become
wholly or partially affixed to the Premises;
NOW THEREFORE, in consideration of any financial accommodation extended by Agent and Lenders to
Company at any time, and other good and valuable consideration the receipt and sufficiency of which Landlord hereby
acknowledges, Landlord hereby agrees as follows:
1. A true and correct copy of the Lease is attached hereto as Exhibit A. To Landlord’s actual
knowledge, the Lease is in full force and effect and Landlord is not aware of any existing default under the Lease.
2. The Collateral may be stored, utilized and/or installed at the Premises and shall not be deemed a
fixture or part of the real estate but shall at all times be considered personal property, whether or not any of the
Collateral becomes so related to the real estate that an interest therein arises under real estate law.
3. Until such time as the obligations of Company to Agent and Lenders are paid in full, Landlord
disclaims any interest in the Collateral, and agrees not to distrain or levy upon any of the Collateral or to assert any
claim against the Collateral for any reason.
4. Landlord shall not prevent Agent, any Lender or their representatives from (a) entering upon the
Premises at any time to inspect or remove the Collateral, or (b) advertising and conducting public auctions or private
sales of the Collateral at the Premises, in each case without liability of Agent or Lenders to Landlord; provided
(name)
(title)
(signature)
________________________________
Secretary
[CORPORATE SEAL]