Common use of Expansion Options Clause in Contracts

Expansion Options. Tenant shall have the following options to add space in the Building to the Premises: (a) [Intentionally omitted]. (b) An option (the “Second Expansion Option”) to add to the Premises the Twentieth Floor Part B. The Second Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1994. (c) An option (the “Third Expansion Option”) to add to the Premises the Twentieth Floor Part C. The Third Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1996. (d) An option (the “Fourth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-first Floor of the Building. The Fourth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1998. (e) An option (the “Fifth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-second Floor of the Building. The Fifth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2000. (f) An option (the “Sixth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-third Floor of the Building. The Sixth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2002. (g) An option (the “Seventh Expansion Option”) to add to the Premises all of the Square Feet on the twenty-fourth Floor of the Building and one half of the number of Square Feet on the twenty-fifth Floor of the Building. The Seventh Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2004. Any such notice of exercise shall be effective if and only if at the time of giving of such notice this Lease has been extended for the first Extended Term in accordance with Article 3.02.

Expansion Options. Tenant shall have the following options to add space in the Building to the Premises: (a) [Intentionally omitted]. (b) An option (the “Second Expansion Option”) to add to the Premises the Twentieth Floor Part B. The Second Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1994[Intentionally omitted]. (c) An option Option (the “Third Expansion Option”) to add to the Premises the Twentieth Floor Part C. c. The Third Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1996. (d) An option Option (the “Fourth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-first Floor of the Building. The Fourth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1998. (e) An option Option (the “Fifth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-second Floor of the Building. The Fifth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2000. (f) An option (the “Sixth Expansion Option”) to add to the Premises all of the Square Square. Feet on the twenty-third Floor of the · Building. The Sixth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2002. (g) An option Option (the “Seventh Expansion Option”) to add to the Premises all of the Square Feet on the twenty-fourth Floor of the Building and one half of the number of Square Feet on the twenty-fifth Floor of the Building. The Seventh Expansion Option option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2004. Any such notice of exercise shall be effective if and only if at the time of giving of such notice this Lease has been extended for the first Extended Term in accordance with Article 3.02. (h) An Option (the “Eighth Expansion option”) to add to the Premises the Eighth Expansion. Option Space. The Eighth Expansion option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than August 29, 2006. Any such notice of exercise shall be effective if and only if at the time of g1v1ng of such notice this Lease has been extended for the first Extended Term in accordance with Article 3.02. (i) An Option (the “Ninth Expansion Option”) to add to the Premises the Ninth Expansion Option Space. The Ninth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than March 1, 1996. (j) An option (the “Tenth Expansion Option”) to add to the Premises the Tenth Expansion option Space. The Tenth Expansion option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than March 1, 1997.

Expansion Options. Tenant shall have the following options to add space in the Building to the Premises: (a) [Intentionally omitted]An option (the “First Expansion Option”) to add to the Premises one half of the number of Square Feet on the tenth Floor of the Building. The First Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1993. (b) An option (the “Second Expansion Option”) to add to the Premises one half of the Twentieth number of Square Feet on the tenth Floor Part B. of the Building. The Second Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1994. (c) An option (the “Third Expansion Option”) to add to the Premises all of the Twentieth Square Feet on the twentieth Floor Part C. of the Building. The Third Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1996. (d) An option (the “Fourth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-first Floor of the Building. The Fourth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1998. (e) An option (the “Fifth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-second Floor of the Building. The Fifth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2000. (f) An option (the “Sixth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-third Floor of the Building. The Sixth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2002. (g) An option (the “Seventh Expansion Option”) to add to the Premises all of the Square Feet on the twenty-fourth Floor of the Building and one half of the number of Square Feet on the twenty-fifth Floor of the Building. The Seventh Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2004. Any such notice of exercise shall be effective if and only if at the time of giving of such notice this Lease has been extended for the first Extended Term in accordance with Article 3.02.

Expansion Options. Subject to the terms and conditions set forth in this Section, 1.2, Landlord grants to Tenant shall have the following options to add space in the Building ("Expansion Space") to the PremisesPremises as follows: (a) [Intentionally omitted]The maximum Expansion Space shall be approximately 98,510 square feet of Rentable Area, to be leased at Tenant's option in two options (collectively, the "Expansion Options"). The first option ("First Expansion Option") shall be at Tenant's election with respect to either seventh floor of approximately 43,505 square feet of Rentable Area or sixth and seventh floors each containing approximately 43,505 square feet of Rentable Area in the Building ("First Expansion Space"). The second option ("Second Expansion Option") shall be for a portion of floor 4, as shown on the floor plan attached as Exhibit B, consisting of no less than 8,500 and no more than 11,500 square feet of Rentable Area ("Second Expansion Space). (b) An option (Tenant shall have the “right to exercise its Expansion Options as follows: Tenant shall have the right to exercise the First Expansion Option no later than December 31, 2001. Tenant shall have the right to exercise the Second Expansion Option”Option no later than the last day of the thirty sixth (36th) full month of the Term which, based upon the Scheduled Commencement Date, would be September 30, 2004. If Tenant shall fail to add exercise any Expansion Option by the dates provided, it shall be deemed to have waived the right to exercise the Expansion Option in question. Each Expansion Option shall be exercised by Tenant giving written notice to Landlord of its election, and as to the Premises First Expansion Option, Tenant's determination as to taking one or two floors. (c) Unless accelerated as provided herein, Landlord shall deliver the Twentieth Floor Part B. First Expansion Space to Tenant, and such space shall become a part of the Premises, on the later of January 1, 2003, and the date Landlord delivers the First Expansion Space to Tenant with Landlord's Work Substantially Complete. The First Expansion Space shall be delivered to Tenant in a manner consistent with Section 2.1 as to Landlord's construction obligations set forth in the Construction Rider defined in Section 2.1 ("Landlord's Work"), Substantial Completion and conditions precedent to delivery to Tenant, and with the same Tenant Improvement Allowance provided to Tenant. Tenant shall provide Final Tenant Improvement Plans to Landlord for the First Expansion Space no later than August 1, 2002. Landlord shall deliver the Second Expansion Space to Tenant between the first day of the 39th full month of the Term and the first day of the 54th full month of the Term which, based upon the Scheduled Commencement Date, would be between December 1, 2004 and March 1, 2006. The Second Expansion Space shall be delivered to Tenant in its "As-Is" condition, but constructed to at least the Base Building condition as specified in Exhibits D & E. If the Second Expansion Space has not been constructed beyond the Base Building condition set forth in Exhibits D & E, the determination of Market Rate will reflect the unimproved condition of the space. The space leased pursuant to the Second Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1994. (c) An option (the “Third Expansion Option”) to add added. to the Premises on the Twentieth Floor Part C. The Third Expansion Option date of delivery thereof by Landlord, but Tenant's obligation to pay Rent with respect thereto shall be exercisednot commence until the earlier of (i) the date which is four (4) months after such delivery date, if at all, by written notice from or (ii) the date on which Tenant to Landlord given not later than December 2, 1996commences using such space for business purposes. (d) An option Within thirty (30) days of receiving Tenant's notice exercising the “Fourth Second Expansion Option”, Landlord shall give notice of Landlord's good faith estimate of the Market Rate for the Second Expansion Space. The Market Rate set forth in such notice by Landlord shall be controlling unless within thirty (30) days after such notice Tenant shall notify Landlord that it objects to add Landlord's estimate of Market Rate, in which case the Market Rate shall be determined in accordance with Section 3.5 of this Lease. If the Market Rate has not been determined prior to the Premises all of the Square Feet date when monthly Rent on the twenty-first Floor Second Expansion Space commences, then Tenant shall pay monthly Rent based upon Landlord's estimate until the monthly Rent has been determined, at which time Landlord shall pay to Tenant or Tenant shall pay to Landlord, as appropriate, the amount equal to the overpayment or underpayment of the Building. The Fourth Rent for such Second Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1998Space. (e) An If at the time of exercise or at any time thereafter until the commencement of the Term as to any Expansion Space, an Event of Default exists under this Lease, Tenant will have no right to exercise its option (the “Fifth Expansion Option”) to add as to the Premises all of the Square Feet on the twenty-second Floor of the Building. The Fifth relevant Expansion Option shall be exercised, if at all, by written notice from Tenant Space and/or to Landlord given not later than December 2, 2000lease such Expansion Space. (f) An option Within ten (10) days after request by Landlord or Tenant, the “Sixth Expansion Option”) parties will execute an amendment to add this Lease, in the form prepared by Landlord, adding to the Premises all any Expansion Space which Tenant has elected to lease, as of the Square Feet date of commencement of the Term with respect to such Expansion Space, and otherwise upon the terms and conditions of this Lease. Tenant may elect to accelerate the Scheduled Commencement Date for the First Expansion Space. Upon written notice of Tenant's intent to accelerate the Scheduled Commencement Date and the space to which such acceleration applies, Landlord shall make a commercially reasonable effort to deliver such space in the condition provided for in this Lease as of the date specified by Tenant, but Landlord, acting diligently, shall have no liability for failing to so deliver. If Tenant exercises its occupancy acceleration right and Landlord delivers the First Expansion Space to Tenant prior to its scheduled delivery/commencement dates under the Lease and in the condition required under this Lease, Tenant shall receive a credit ("Rent Credit") against Rent due under this Lease for each month the respective delivery dates are accelerated. The Rent Credit will be applied against the first installments of Rent coming due after the respective accelerated delivery/commencement dates. If the respective scheduled delivery/commencement dates are accelerated for any partial month, the Rent Credit will be prorated for such partial month on the twenty-third Floor basis of the Buildingtotal number of days in that particular month. The Sixth Expansion Option shall Rent Credit will be exercised, if at all, an amount equal to $1.67 multiplied by written notice from Tenant to Landlord given not later than December 2, 2002. (g) An option (the “Seventh Expansion Option”) to add to the Premises all of the Square Feet on the twenty-fourth Floor of the Building and one half of the number of Square Feet rentable square feet of space delivery of which is accelerated, multiplied by the number of months (or partial months) the respective scheduled delivery/commencement dates are accelerated. For example, if Tenant exercises its acceleration right with respect to the First Expansion Space (currently scheduled for delivery on January 1, 2003) and Landlord delivers the twenty-fifth Floor First Expansion Space to Tenant on October 15, 2002 [text illegible] the delivery conditions of Section 2.1 satisfied such that the commencement date for the First Expansion Space is October 15, 2002), Tenant will receive a Rent Credit equal to $1.67 multiplied by the Rentable Area of the BuildingFirst Expansion Space multiplied by 2.484 (the partial month happens to be a month with 31 days, and 15 divided by 31 equals 0.484 when rounded to 3 decimal points)." 5. The Seventh Expansion Option shall be exercised, if at all, description of Base Rent contained in the Basic Lease Information is hereby deleted and replaced in its entirety by written notice from Tenant to Landlord given not later than December 2, 2004. Any such notice of exercise shall be effective if and only if at the time of giving of such notice this Lease has been extended for the first Extended Term in accordance with Article 3.02.following:

Expansion Options. So long as no event of default under this Lease has occurred and is continuing at the time that the option may be exercised or at the time that any expansion of the Premises becomes applicable as provided herein, Tenant shall have the following two (2) options (the "Expansion Options") to expand the Premises, each of which shall be subject to the terms and conditions of this Section 3: A. The first Expansion Option shall be available to Tenant only if Tenant has not exercised its Pre-Occupancy Option to add space in the balance of Floor 11 of the Building to the initial Premises: . The first Expansion Option, if exercised, will be applicable to all of the remainder of Floor 11 of the Building which was not included within the initial Premises (athe "First Expansion Space"). If the first Expansion Option is exercised, the First Expansion Space will be delivered by Landlord to Tenant for the purpose of commencing its tenant finish work therein on a date to be designated by Landlord, which shall be between the date which is three (3) [Intentionally omitted]years from the Commencement Date and the date which is four (4) years from the Commencement Date (the "First Occupancy Date"). (b) An option (the “Second Expansion Option”) to add to the Premises the Twentieth Floor Part B. The Second second Expansion Option shall be available to Tenant only (i) if Tenant has not exercised its Pre-Occupancy Option to add Floor 10 of the Building to the initial Premises, (ii) if Tenant has previously exercised the first Expansion Option, and (iii) if Tenant has previously exercised its first Renewal Option to extend the Term by an additional five (5) years. The second Expansion Option, if exercised, will be applicable to all of Floor 10 of the Building (the "Second Expansion Space"). If the second Expansion Option is exercised, the Second Expansion Space will be delivered by Landlord to Tenant for the purpose of commencing its tenant finish work therein on a date to be designated by Landlord, which shall be between the date which is five (5) years from the Commencement Date and the date which is six (6) years from the Commencement Date (the "Second Occupancy Date"). C. If the first Expansion Option is available to Tenant as set forth above, Landlord shall notify Tenant of the First Occupancy Date at least twelve (12) months prior thereto, and if the second Expansion Option is available to Tenant as set forth above, Landlord shall then notify Tenant of the Second Occupancy Date at allleast twelve (12) months prior thereto (each, by an "Occupancy Notice"). Each Occupancy Notice shall also contain the fair market rental rate, determined in accordance with Section 5 below, which will be applicable to the Expansion Space. D. In order to exercise either Expansion Option, Tenant shall be required to give Landlord written notice from Tenant to Landlord given not later than December 2, 1994. (c) An option of exercise (the “Third "Exercise Notice") within thirty (30) days after the date upon which Tenant receives the applicable Occupancy Notice. If Tenant gives Landlord a timely Exercise Notice, the applicable Expansion Option”) to add Space shall be added to the Premises as of the Twentieth Floor Part C. The Third Occupancy Date for such Expansion Option. If Tenant gives Landlord notice that Tenant has elected not to exercise any Expansion Option or gives no notice to Landlord within such 30-day period, Tenant shall have irrevocably determined not to exercise such Expansion Option and such Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1996have been relinquished. (d) An option (E. Landlord shall make each Expansion Space available to Tenant for purposes of making Tenant's improvements therein on the “Fourth Occupancy Date for such Expansion Option”) Space. Tenant's improvements in the Expansion Space shall be constructed in accordance with and subject to add to the Premises all of the Square Feet terms and conditions of this Lease. F. The portion of Annual Rent not attributable to Initial Operating Expense Basic Cost payable with respect to any Expansion Space shall be the fair market rental rate for such Expansion Space. The Annual Rent shall also include a new amount for the Initial Operating Expense Basic Cost, which shall be adjusted to reflect the then-current Initial Operating Expense Basic Cost figure for the Building, and thereafter Tenant shall pay all Additional Rent applicable to the Expansion Space, and Annual Rent shall be increased, adjusted, or augmented as provided in and under this Lease. Rent shall commence for any Expansion Space on the twenty-first Floor date which is ninety (90) days from the applicable Occupancy Date. G. All other terms of the Building. The Fourth Expansion Option this Lease shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1998. (e) An option (the “Fifth Expansion Option”) to add applicable to the Premises all of the Square Feet on the twenty-second Floor of the Building. The Fifth Expansion Option shall be exercised, if at all, by written notice Space and Tenant's occupancy thereof from Tenant to Landlord given not later than December 2, 2000. (f) An option (the “Sixth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-third Floor of the Building. The Sixth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2002. (g) An option (the “Seventh Expansion Option”) to add to the Premises all of the Square Feet on the twenty-fourth Floor of the Building and one half of the number of Square Feet on the twenty-fifth Floor of the Building. The Seventh Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2004. Any such notice of exercise shall be effective if and only if at the time of giving of such notice this Lease has been extended for that Tenant takes occupancy thereof to construct its improvements in the first Extended Term in accordance with Article 3.02Expansion Space.

Expansion Options. Tenant shall have the following options to add space in the Building to the Premises: (a) [Intentionally omitted]All expansion rights, preferential lease rights and refusal rights previously granted Tenant pursuant to the Lease are hereby deleted in their entirety. Subject to and upon the terms, provisions and conditions set forth in this Section 13, Tenant shall have, and is hereby granted, two (2) options (each an “Expansion Option”) to lease approximately one-half (1/2) of any single floor located in the elevator bank serving Floors 49-59 of the Building designated by Landlord as Tenant’s expansion floor (the “Expansion Premises”), in response to Tenant’s exercise of an Expansion Option (i.e., if Tenant leases one-half (1/2) of a floor pursuant to the first Expansion Option, the other one-half (1/2) of such floor shall be the Expansion Premises subject to the second Expansion Option, otherwise, if Tenant does not exercise the first Expansion Option, the second Expansion Premises shall be one-half (1/2) of a floor located in the elevator bank serving Floors 49-59 of the Building designated by Landlord, as applicable) by written notice to Landlord on or prior to the expiration of the forty-eighth (48th) full calendar month of the Term with respect to the first Expansion Option, and/or on or prior to the expiration of the eighty-fourth (84th) full calendar month of the Term with respect to the second Expansion Option, respectively. If Tenant does not timely exercise an Expansion Option, such Expansion Option shall be waived. (b) An option Expansion Option may be exercised only if, at the time of such exercise and at the time of Landlord’s delivery of the applicable Expansion Premises to Tenant (i) no event of default then exists under the “Second Expansion Option”Lease and (ii) Tenant is in possession of at least the Occupancy Threshold (unless Landlord, in its sole discretion, elects to add to the Premises the Twentieth Floor Part B. The Second waive such condition(s)). If such condition(s) are not satisfied or waived by Landlord, any purported exercise of an Expansion Option shall be exercisednull and void. No assignee of Tenant, if at all, by written notice from Tenant to Landlord given not later than December 2, 1994or sublessee of the Leased Premises may exercise an Expansion Option. (c) An option If Tenant elects to exercise an Expansion Option, Tenant’s lease of the applicable Expansion Premises shall be subject to all of the terms, covenants and conditions of this Lease except that the Base Rental rate shall be the Market Base Rental Rate (as defined in Section 12 hereof). The term of the Lease with respect to the applicable Expansion Premises shall commence on the date of Landlord’s delivery of possession of the applicable Expansion Premises to Tenant (which shall occur at any time after the expiration of the fifty-fourth (54th) full calendar month of the Term, but prior to the expiration of the sixty-sixth (66th) full calendar month of the Term with respect to the first Expansion Premises, and at any time after the expiration of the ninetieth (90th) full calendar month of the Term, but prior to the expiration of the one hundred second (102nd) full calendar month of the Term with respect to the second Expansion Premises, respectively), and shall be coterminous with the Term with respect to the remainder of the Leased Premises. Tenant’s obligation to pay the rent for the applicable Expansion Premises shall commence on the date (the “Third Expansion OptionRental Commencement Date”) that is the earlier to add to the Premises the Twentieth Floor Part C. The Third Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1996. occur of (di) An option ninety (the “Fourth Expansion Option”90) to add to the Premises all days following Landlord’s delivery of possession of the Square Feet on applicable Expansion Premises to Tenant, or (ii) the twenty-first Floor of date that Tenant fully occupies the Building. The Fourth applicable Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1998Premises. (e) An option (the “Fifth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-second Floor of the Building. The Fifth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2000. (f) An option (the “Sixth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-third Floor of the Building. The Sixth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2002. (g) An option (the “Seventh Expansion Option”) to add to the Premises all of the Square Feet on the twenty-fourth Floor of the Building and one half of the number of Square Feet on the twenty-fifth Floor of the Building. The Seventh Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2004. Any such notice of exercise shall be effective if and only if at the time of giving of such notice this Lease has been extended for the first Extended Term in accordance with Article 3.02.