Exhibit 10(bb)
GUARANTY
This
GUARANTY (“Guaranty”) is made as of February 22,
2005, by CDW CORPORATION, an Illinois corporation
(“Guarantor”), in favor of DP INDUSTRIAL, LLC, a
Delaware limited liability company. All initially capitalized terms
used herein which are not defined herein and are defined in the
Lease (as hereinafter defined) shall have the meanings as set forth
in the Lease.
RECITALS
WHEREAS,
CDW Logistics, Inc. (“Tenant”), as tenant, and
Landlord, as landlord have entered into a certain Standard
Industrial Lease dated of even date herewith (together with all
exhibits and attachments thereto, and as the same may be
supplemented, amended, restated, renewed, extended or modified from
time to time, the “Lease”), with respect to certain
premises located at the southwest corner of Bay Lake Trail and
Alexander Road in North Las Vegas, Nevada.
WHEREAS,
Guarantor, an affiliate of Tenant, desires and requests that
Landlord lease such property to Tenant pursuant to the Lease since
Guarantor will receive a direct benefit from such lease and in
consideration thereof Guarantor hereby guarantees and agrees as
follows:
|
1.
|
Upon and subject to the terms and
provisions of this Guaranty, Guarantor unconditionally guarantees
the timely payment, discharge and performance of all the
obligations, duties, liabilities, and undertakings of Tenant under
the Lease (including without limitation the full payment of any and
all sums of money which are now or may hereafter become due by
Tenant to Landlord pursuant to the Lease whether by acceleration or
otherwise) (collectively, the
“Obligations”).
|
|
|
|
2.
|
Landlord may in its absolute
discretion and without prejudice to or in any way limiting or
lessening the liability of the Guarantor under the Guaranty, and
without further authorization from or notice to Guarantor (even
though the Tenant’s financial condition may have deteriorated
since the date hereof), in each case, to the extent not prohibited
under the Lease: (i) enter into such amendments or
modifications of the Lease with Tenant as Landlord, in its sole
discretion, may elect, including renewals, modifications, or
extensions of any Obligations and/or the Lease; (ii) grant
extensions of time or other indulgences under the Lease;
(iii) take or give up or modify, vary, exchange, renew or
abstain from performing or taking advantage of any security under
the Lease; (iv) discharge or release any party or parties
under the Lease; or (v) realize on any security under the
Lease. Guarantor hereby waives notice of any of the events
described in the preceding sentence, and no such event shall
release or discharge Guarantor from its Obligations hereunder.
Guarantor waives any defenses of Tenant arising out of disability,
bankruptcy, due authorization or other defenses of Tenant, by
reason of cessation or for any reason whatsoever of the liability
of Tenant; provided , that (x) Guarantor’s
liability hereunder shall only apply if Tenant has failed to pay
any Obligations, and such failure has continued beyond any notice
and cure periods
|
|
|
|
1
|
|
applicable thereto as set forth in
the Lease, and (y) Guarantor’s obligations in respect of
claims made hereunder shall be subject to the same limitations as
apply to Tenant’s duties and obligations under the Lease,
including without limitation, the limitations set forth in the
Lease.
|
|
|
|
3.
|
This is a continuing Guaranty and
covers all Obligations of the Tenant, whether now existing or
hereafter arising. In giving this Guaranty, Guarantor expressly
excuses Landlord from any requirement of disclosure by Landlord of
any information it may now have or hereafter acquire concerning
Tenant’s credit, collateral, character or financial
condition.
|
|
|
|
|
|
|
4.
|
This Guaranty secures any
Obligations due or owing from time to time and at any time from the
Tenant to Landlord under the Lease, and no payments made by or on
behalf of the Guarantor to Landlord shall be held to discharge or
diminish the continuing liability of the Guarantor
hereunder.
|
|
|
|
|
|
|
5.
|
All
debts and liabilities, present and future of the Tenant to the
Guarantor with respect to the Obligations, or any of them, are
hereby postponed to the Obligations of the Tenant to Landlord;
provided , that the foregoing shall not apply to the payment
of am
|
|
