Common use of DEMISE, PREMISES, TERM, RENT Clause in Contracts

DEMISE, PREMISES, TERM, RENT. Section 1.1 Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Premises, for the Term to commence on the Commencement Date and to end on the Expiration Date, at an annual rent (“Fixed Rent”) as follows: (a) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on the Commencement Date and ending on [*]; (b) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*]; (c) [*] and [*]/100 Dollars ($1,851,036.00) per annum ($[*] per month) for the period commencing on [*] and ending on [*]; (d) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*]; and (e) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on the Expiration Date; which Tenant agrees to pay to Landlord, without notice or demand, in lawful money of the United States, in monthly installments in advance on the first (1st) day of each calendar month during the Term, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever. Fixed Rent and Additional Rent shall be payable by check drawn upon a bank which is a member of the New York Clearinghouse Association or by wire transfer of immediately available funds. Section 1.2 Notwithstanding anything to the contrary contained herein, upon execution and delivery of this Lease, Tenant shall pay to Landlord the sum of [*] and [*]/100 Dollars ($[*]) representing a portion of the installment of Fixed Rent for the first (1st) full calendar month of the Term after the Commencement Date. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Section 1.3 Tenant represents and warrants to Landlord that (i) this Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, and (ii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review this Lease prior to the execution hereof by Tenant. In reliance on the foregoing representation, Landlord has agreed to waive any requirement that Tenant obtain the approval of the Bankruptcy Court and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT.

DEMISE, PREMISES, TERM, RENT. Section 1.1 Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Premises, for the Term to commence on the Commencement Date and to end on the Expiration Date, at an annual rent (“Fixed Rent”) as follows: (a) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on the Commencement Date and ending on [*]; (b) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on the [*] and ending on [*]; (c) [*] and [*]/100 Dollars ($1,851,036.00[*]) per annum ($[*] per month) for the period commencing on the [*] and ending on [*]; (d) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*]; (e) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*]; (f) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*]; (g) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*]; (h) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on [*]; and (ei) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for the period commencing on [*] and ending on the Expiration Date; * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. which Tenant agrees to pay to Landlord, without notice or demand, in lawful money of the United United, States, in monthly installments in advance on the first (1st) day of each calendar month during the Term, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever. Fixed Rent and Additional Rent shall be payable by check drawn upon a bank which is a member of the New York Clearinghouse Association or by wire transfer of immediately available funds. Section 1.2 Notwithstanding anything to the contrary contained herein, upon execution and delivery of this Lease, Tenant shall pay to Landlord the sum of [*] and [*]/100 Dollars ($[*]) representing a portion of the installment of Fixed Rent for the first (1st) full calendar month of the Term after the Commencement Date. If the Commencement Date shall occur on a date other than the first (1st) day of any calendar month, Tenant shall also pay to Landlord, on the Commencement Date, a sum equal to [*] and [*]/100 Dollars ($[*]), multiplied by the number of calendar days in the period from the Commencement Date to the last day of the month in which the Commencement Date shall occur, both inclusive. Section 1.3 Notwithstanding anything to the contrary set forth in Section 1.1, so long as Tenant is not in default beyond applicable grace or notice periods under any of the terms, covenants or conditions of the Lease on Tenant’s part to be observed or performed, Tenant shall receive a rent credit in the total amount of [*] and [*]/100 Dollars ($[*]) to be credited on account of Fixed Rent for the New Premises at the rate of [*] and [*]/100 Dollars ($[*]) per month for each of the months of [*]. Nothing contained herein shall affect Tenant’s obligation to make any other payment under this Lease during the aforementioned period. (a) Tenant presently occupies the Existing Premises under three (3) separate leases (the “Existing Leases”) between Landlord’s predecessor-in-interest, P.A. Building Company, as landlord and Tenant, as follows: (i) Lease, dated as of [*], demising Suite 1532, for a term expiring on [*], (ii) Lease, dated as of [*], demising Suite 536, for a term expiring on [*], and (iii) Lease, dated as of [*], demising Suite 518, for a term expiring on [*]. Notwithstanding anything to the contrary set forth in the Existing Leases, Landlord and Tenant acknowledge and agree that the Existing Leases shall terminate and come to an end on the day immediately preceding the Commencement Date, unless sooner terminated pursuant to any of the terms, covenants or conditions of the Existing Leases or pursuant to Legal Requirements, with the same force and effect as if the day immediately preceding the Commencement Date of this Lease were the expiration date set forth in each of the Existing Leases. Tenant shall remain in possession of the Existing Premises commencing on the Commencement Date under the terms and conditions of this Lease. (b) Upon Landlord’s request, Tenant shall execute and deliver to Landlord a further agreement, in form and substance reasonably satisfactory to Landlord, evidencing the termination of the Existing Leases as set forth herein; provided, however, that neither Landlord’s failure to request such execution of such instrument nor Tenant’s failure to execute and deliver such instrument shall vitiate the provisions of this Section 1.4. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Section 1.3 (c) Tenant represents shall be released from its obligations under the Existing Leases accruing after the Commencement Date; provided, however, that Tenant’s obligations to pay annual rent, additional rent and warrants any and all sums and charges payable under the Existing Leases attributable to Landlord that the period up to the Commencement Date, and to perform all of the obligations on Tenant’s part to be performed thereunder attributable to such period (collectively, the “Existing Obligations”) shall survive the expiration of the terms of the Existing Leases, and from and after the Commencement Date of this Lease, the payment and performance of the Existing Obligations shall constitute and be deemed to be the obligations of Tenant under this Lease. (d) Tenant represents, warrants, covenants and agrees that: (i) this Lease constitutes a transaction entered into Tenant is not in default under any of the ordinary course terms, covenants or conditions of Tenant’s businessthe Existing Leases, (ii) Tenant has not done or permitted, and will not do or permit, any action whereby the Existing Leases or the term or estate thereby granted, or the Existing Premises, or any part thereof, or any fixtures, alterations, installations, additions and improvements in and to the Existing Premises or any part thereof, have or will become encumbered in any way whatsoever, (iii) Tenant owns and will own the Existing Leases and has and will have good right to surrender the Existing Premises, and (iiiv) the creditors’ committee no one other than Tenant has acquired or will acquire through or under Tenant, any right, title or interest in the Bankruptcy Case has been given the opportunity to review this Lease prior or to the execution hereof by Tenant. In reliance on Existing Leases or the foregoing representationExisting Premises, Landlord has agreed to waive any requirement that Tenant obtain the approval of the Bankruptcy Court and/or of any creditors’ committee or any other parties part thereof, or in or to the Bankruptcy Case other than STTany alterations, installations, additions or improvements therein, or any part thereof.

DEMISE, PREMISES, TERM, RENT. Section 1.1 Landlord hereby leases to Tenant, Tenant and Tenant hereby hires from Landlord, Landlord the Premises, Premises for the Term to commence on the date that Landlord shall complete items 1, 2, 3 and 4 of Landlord's Work and shall deliver possession of the Premises to Tenant (the "Commencement Date Date") and to end on the date immediately preceding the tenth (10th) anniversary of the Rent Commencement Date (the "Fixed Expiration Date") subject to the provisions of Article 39 hereof, at an annual rent (“the "Fixed Rent”") as followsof: (a1) [*] One Million Six Hundred Fifty-Three Thousand Four Hundred Seventy and [*]/100 00/100 Dollars ($[*]) per annum (1,653,470.00; $[*] 137,789.17 per month) for the period commencing on the Rent Commencement Date and ending on [*];the day immediately preceding the fifth (5th) anniversary of the Commencement Date (the "1st Rental Period"); and (b2) [*] One Million Seven Hundred Seventy-One Thousand Five Hundred Seventy-Five and [*]/100 00/100 Dollars ($[*]) per annum (1,771,575.00; $[*] 147,631.25 per month) for the period commencing on [*] and ending on [*]; (c) [*] and [*]/100 Dollars ($1,851,036.00) per annum ($[*] per month) for the period commencing on [*] and ending on [*]; (d) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for day next succeeding the period commencing on [*] and ending on [*]; and (e) [*] and [*]/100 Dollars ($[*]) per annum ($[*] per month) for end of the period commencing on [*] 1st Rental Period and ending on the Fixed Expiration Date; , which Tenant agrees to pay to Landlord, without notice or demand, in lawful money of the United StatesStates which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance advance, on the first (1st) day of each calendar month during the TermTerm commencing on the Rent Commencement Date, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever. , except that Tenant shall pay the first monthly installment of Fixed Rent and Additional on the execution hereof. At the request of Landlord, Fixed Rent shall be payable by check drawn upon a bank which is a member of the New York Clearinghouse Association or when due by wire transfer of immediately available fundsfunds to an account designated from time to time by Landlord. Landlord shall deliver to Tenant an ACP-5 certificate, and shall deliver possession of the Premises on the Commencement Date vacant, unoccupied and free of any leases or tenancies, and in broom clean condition. Tenant acknowledges that Landlord may be performing item number 5 of Landlord's Work after the Commencement Date, and Tenant agrees that the performance of any such item of Landlord's Work shall not affect the occurrence of the Commencement Date or be deemed an eviction, constructive or otherwise, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Landlord shall complete item number 5 of Landlord's Work in a reasonably timely manner after the Commencement Date, taking into account good construction scheduling practices and the nature of Landlord's Work in the scheme of the overall construction of the Initial Alterations. Prior to performing the work with respect to item 5 of Landlord's Work, Landlord shall permit Tenant to review the plans and specifications prepared by Landlord, if any, with respect thereto, and propose revisions, modifications, changes or amendments to said plans and specifications to the extent the same is likely to reduce noise or vibrations emanating from such item of Landlord's Work. To the extent Landlord agrees with such proposals, Landlord shall incorporate same into such plans and specifications; provided however, if the incorporation of such proposals shall result in an increase in the cost of performing item 5 of Landlord's Work, Tenant shall promptly pay or reimburse Landlord for such increased amount. Tenant acknowledges that the submission of such plans and specifications are for informational purposes only and the failure to make such submission or to implement or act upon any proposals by Tenant shall have no liability upon Landlord or affect the validity of this Lease or the rights and obligations of Landlord and Tenant hereunder. After the Commencement Date, Landlord and Tenant shall each cooperate with the other to minimize interference with Tenant's performance of the Initial Alterations (as such term is hereinafter defined) and Landlord's performance of Landlord's Work, as the case may be. If on or prior to August 17, 2000 Tenant shall be ready willing and able to commence the actual construction of the Initial Alterations and at such time Landlord shall not have completed items 1, 2, 3 and 4 of Landlord's Work and as a result of Landlord's failure to complete items 1, 2, 3 and 4 of Landlord's Work Tenant shall be actually delayed in the performance of the Initial Alterations, then if the Rent Commencement Date shall not have occurred, the Rent Commencement Date shall be extended one day for each day of delay and if the Rent Commencement Date shall have occurred Tenant shall be entitled to a credit in the amount of $4,530.00 against the Fixed Rent due and payable hereunder for each day of delay. If Tenant shall claim a delay, Tenant shall notify Landlord of the delay, such notice shall include a detailed description of the aspect of the Initial Alterations subject to such delay together with a construction schedule of the Initial Alterations and the anticipated length of the delay. No such delay shall be deemed to have occurred until the date following Landlord's receipt of the aforesaid notice. Any such delay shall end on the earlier of the completion of the item of Landlord's Work that gave rise to such delay or the date that Tenant shall perform the aspect of the Initial Alterations that was the subject of such delay. Tenant shall attempt to mitigate any delay by performing another aspect of the Initial Alterations if in accordance with good construction practice another aspect of the Initial Alterations may be performed without imposing additional costs upon Tenant. Section 1.2 Notwithstanding anything to If the contrary contained hereinRent Commencement Date shall occur on a date other than the first (1st) day of any calendar month, upon execution and delivery of this Lease, on the Rent Commencement Date Tenant shall pay to Landlord the a sum of [*] equal to Four Thousand Five Hundred Thirty and [*]/100 00/100 Dollars ($[*]) representing a portion 4,530.00), multiplied by the number of calendar days in the period from the Rent Commencement Date to the last day of the installment of Fixed month in which the Rent for the first (1st) full calendar month of the Term after the Commencement Date. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONDate shall occur, both dates inclusive. Section 1.3 Tenant represents and warrants to Landlord that (i) this Lease constitutes a transaction entered into in After the ordinary course of Tenant’s business, and (ii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review this Lease prior to the execution hereof by Tenant. In reliance on the foregoing representation, Landlord has agreed to waive any requirement that Tenant obtain the approval occurrence of the Bankruptcy Court and/or Commencement Date, at the request of any creditors’ committee either party hereto, the parties hereto shall promptly execute and deliver to each other an agreement in form and substance mutually satisfactory to each other memorializing the Commencement Date, the Rent Commencement Date and the Fixed Expiration Date, provided; however, the failure to do so shall not affect the occurrence of the Commencement Date, the Rent Commencement Date or any other the Fixed Expiration Date or the rights and obligations of the parties to the Bankruptcy Case other than STTunder this Lease.