CompUSA 2014 Annual Report Download - page 83

17.
Assignment and Subletting
. Without Landlord's prior written consent, which shall not be unreasonably withheld conditioned
or delayed, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold
interest or grant any concession or license within the Premises. It shall be reasonable for the Landlord to withhold, delay or condition its
consent, where required, to any assignment or sublease in any of the following instances: (i) the assignee or sublessee does not have a net worth
calculated according to generally accepted accounting principles at least equal to the greater of the net worth of Tenant immediately prior to such
assignment or sublease or the net worth of the Tenant at the time it executed the Lease; (ii) occupancy of the Premises by the assignee or
sublessee would, in Landlord's opinion, violate any agreement binding upon Landlord or the Project with regard to the identity of tenants, usage
in the Project, or similar matters; (iii) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of
Landlord, tend to damage the goodwill or reputation of the Project; (iv) the assignment or sublease is to another tenant in the Project and is at
rates which are below those charged by Landlord for comparable space in the Project; or (v) in the case of a sublease, the subtenant has not
acknowledged that the Lease controls over any inconsistent provision in the sublease. Any approved assignment or sublease shall be expressly
subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as
Landlord may reasonably request and Landlord shall provide its consent to or disapproval of the proposed assignment or sublease within
fourteen (14) days after receipt. Landlord may revoke its consent immediately and without notice if, as of the effective date of the assignment or
sublease, there has occurred and is continuing any default under the Lease. For purposes of this paragraph, a transfer of the ownership interests
controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the
foregoing to the contrary, provided no uncured default has occurred under this Lease, and subject to the provisions herein, Tenant may, without
Landlord’
s prior written consent, assign this Lease to any entity into which Tenant is merged or consolidated, or to any entity to which
substantially all of Tenant’
s assets are transferred, provided the following conditions are met: (x) such merger, consolidation, or transfer of
assets is not principally for the purpose of transferring Tenant's leasehold estate, (y) such merger, consolidation, or transfer of assets does not
adversely affect the legal existence of the Tenant hereunder, and (z) such merger, consolidation, or transfer of assets of Tenant does not reduce
the tangible net worth of Tenant after giving effect to such transfer (“Permitted Transfer”).
Tenant hereby agrees to give Landlord written notice
thirty (30) days prior to such merger, consolidation, or transfer of assets along with any documentation reasonably requested by Landlord related
to the required conditions as provided above. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any
entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of
Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable expenses in connection with any assignment or sublease not to
exceed $1,500.00. This Lease shall be binding upon Tenant and its successors and permitted assigns. Upon Landlord's receipt of Tenant's
written notice of a desire to assign or sublet 50 percent or more of the Premises, or any part thereof (other than to a Tenant Affiliate or if a
Permitted Transfer), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with
respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or
sublease. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 business days after Landlord has given Tenant
notice of such termination, in which case the Lease shall not terminate but shall continue.
Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall
at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this
Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and
payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other
consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord
as additional rent hereunder 50% of such excess rental and other excess consideration, less Tenant’
s reasonable expenses, within 10 days
following receipt thereof by Tenant; provided in the event of a sublease which is less than 100% of the Premises such excess rental and other
consideration shall be applied on a square foot basis.
If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or
hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or
in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee,
pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in
the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in
trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord,
however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or
obligations hereunder.
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