CompUSA 2014 Annual Report Download - page 75

1.
Granting Clause
. In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other
terms, covenants, and conditions hereof, Landlord leases to Tenant, and Tenant takes from Landlord, the Premises, to have and to hold for the
Lease Term, subject to the terms, covenants and conditions of this Lease.
As a material inducement for Landlord to enter into this Lease, no later
than the date hereof Tenant shall deliver to Landlord a full guaranty of Tenant’
s obligations and liabilities under this Lease from Global
Industrial Holdings LLC, a Delaware limited liability company, in the form attached hereto as Exhibit E.
2.
Acceptance of Premises
. Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all
applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as to the suitability of the
Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended
purposes. Except as expressly set forth herein, in no event shall Landlord have any obligation for any defects in the Premises or any limitation
on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in
good condition at the time possession was taken except for items that are Landlord's responsibility under Paragraph 10 and any punchlist items
agreed to in writing by Landlord and Tenant. Promptly following Tenant’
s possession of the Premises, the parties shall execute a
Commencement Date Certificate in the form of Exhibit C attached to and hereby made a part of this Lease, confirming the Lease
Commencement Date, Lease Expiration Date and Rental Commencement Date.
Landlord represents and warrants, to its knowledge, that as of the Commencement Date the Building’
s HVAC, electrical,
plumbing and other mechanical systems shall be in good working order. Landlord shall guarantee for a period of one (1) year after the date the
Base Building Improvements are Substantially Completed (as defined in Addendum 4) any defects in materials, construction, or workmanship
related to the construction of the Base Building Improvements (including, without limitation, the Building’
s HVAC, electrical, plumbing and
other mechanical systems), in which case Landlord shall promptly replace or remedy such defects without charge to Tenant (the “
Construction
Warranty”);
provided, however, that such Construction Warranty shall not be effective for any maintenance, repairs or replacements necessitated
due to the misuse of, or damages caused by, Tenant, its employees, contractors, agents, subtenants, or invitees. Landlord shall also seek and avail
itself of all equipment (such as HVAC) and material warranties related to Landlord’
s construction, and shall enforce all such warranties against
suppliers, manufacturers, and dealers in order to cure any deficiencies which arise during such warranty period without expense to Tenant.
Landlord represents that Landlord shall obtain a minimum 10-year manufacturer’s warranty on the initial roof, with such 10-
year period
commencing when the Base Rent payments commence pursuant to Addendum 1, and shall maintain such roof warranty during such initial 10-
year warranty period (issued from the roof manufacturer, referred to as the
“Roof Warranty”).
Landlord has provided a copy of such
manufacturer’s Roof Warranty to Tenant for Tenant’
s review. Landlord shall use commercially reasonable efforts to request and compel such
roof manufacturer to transfer the Roof Warranty to any new owner of the Building simultaneously with any transfer of ownership or otherwise
(i.e. closing) so there is no lapse in coverage. Landlord shall be responsible for up to $500 of the transfer fee in connection with any transfer of
the Roof Warranty.
Following the Substantial Completion of the Base Building Improvements, excluding the Final Scope (as such terms are defined
in Addendum 4), Landlord shall allow Tenant access to the Premises on or before April 1, 2015 (subject to extension due to Force Majeure and
Tenant caused delays) for purposes of fixturing the Premises and otherwise preparing the Premises for the commencement of Tenant’
s normal
business operations, subject to applicable ordinances and building codes governing Tenant’s right to occupy or perform in the Premises (“
Early
Occupancy”).
During such Early Occupancy period prior to the Commencement Date, Tenant shall be bound by its obligations under the Lease,
including the obligation to provide evidence of insurance, but shall not be obligated to pay the Monthly Base Rent or Operating Expenses
payable by Tenant to Landlord as set forth in the Lease. Tenant’
s right to Early Occupancy shall be subject to Tenant not materially interfering
with the completion of construction or causing any labor dispute as a result of such installations, and provided further that Tenant does hereby
agree to indemnify, defend, and hold Landlord harmless from any loss or damage to such property, and all liability, loss, or damage arising from
any injury to the Project or the property of Landlord, its contractors, subcontractors, or materialmen, and any death or personal injury to any
person or persons arising out of such installations performed by Tenant or on Tenant’
s behalf, unless any such loss, damage, liability, death, or
personal injury was caused by Landlord's negligence. Any such occupancy or performance in the Premises shall be in accordance with the
provisions governing Tenant-Made Alterations and Trade Fixtures in the Lease.
3.
Use
. The Premises shall be used for general office; warehousing, distributing, and storage; for will call retail sales, which retail
sales shall be contained within an area of no more than 2,000 square feet and are only permissible if the Legal Requirements allow for such retail
sales (the “Limited Retail Sales Use”);
and for such other lawful purposes incidental to the foregoing as permitted by Legal Requirements, and
no other purposes, except as agreed upon by Landlord. Subject to Legal Requirements (as hereinafter defined) during the Lease Term, Tenant
shall be entitled to access of the Premises 24 hours per day, seven days per week, 365 days per year. Tenant shall not conduct or give notice of
any auction, liquidation, or going out of business sale on the Premises. Tenant will use the Premises in a careful, safe and proper manner and
will not commit waste, overload the floor or structure of the Premises or subject the Premises to use that would damage the Premises. Tenant
shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, or take any other
action that would constitute a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any tenants of the Project.
Outside storage, including without limitation, storage of trucks and other vehicles, is prohibited without Landlord's prior written consent;
provided, however, Tenant shall have the right to park operable vehicles and trailers overnight at the truck loading docks and designated truck
and trailer parking areas for the Premises and operable automobiles in the designated automobile parking areas, and further provided there is no
interference with the access of other tenants to the Building and Project parking lots and truck courts.
Tenant, at its sole expense, shall use and
occupy the Premises in compliance with all laws, including, without limitation, the Americans With Disabilities Act, orders, judgments,
ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises (collectively,
"Legal Requirements"). Except as may be triggered by the Limited Retail Sales Use, the Premises shall not be used as a place of public
accommodation under the Americans With Disabilities Act or similar state statutes or local ordinances or any regulations promulgated
thereunder, all as may be amended from time to time. Landlord represents and warrants that, as of the Commencement Date, no written notice
has been received by Landlord of non-
compliance with any Legal Requirements in connection with the Premises. In the event that Landlord
receives notice that the Premises is not in compliance with applicable Legal Requirements existing as of the Commencement Date and such non-
compliance is not related to Tenant
’
s specific use of the Premises, the Limited Retail Sales Use, or Tenant
-
Made Alterations to the Premises