Common use of Expansion Space Clause in Contracts

Expansion Space. As used in this paragraph, the term “Expansion Space” means any space in the Building which, at any time during the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space which Landlord notifies Tenant is or will become available. If Tenant gives Landlord notice of its exercise of this option within thirty (30) days after notification from Landlord of the availability of the Expansion Space and if no Event of Default exists when Tenant’s notice is given, this Lease will be deemed to be amended to include Tenant’s Expansion Space as part of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this option.

Expansion Space. As used (a) Provided that all of the conditions precedent set forth in this paragraphSection 5(c) below are satisfied by Tenant, Tenant shall have the option (each an “Expansion Option”), exercisable by Tenant delivering irrevocable notice to Landlord (an “Expansion Option Exercise Notice”), within 180 days (as set forth below) after the provision by Landlord to Tenant of an Expansion Notice (as hereinafter defined), to lease all of the rentable area of the 54th floor of the Building, as more particularly shown on Exhibit D-1 attached hereto (the “54th Floor Premises” or the “First Expansion Space”), and all of the rentable area of the 50th floor of the Building, as more particularly shown on Exhibit D-2 attached hereto (the “Second Expansion Space” and, together with the First Expansion Space, collectively, the term “Expansion Space” means any space ”) upon the terms and conditions set forth in this Section 5. The above notwithstanding, if Tenant does not exercise the Building which55th Option, at any time during then the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, First Expansion Space shall be deemed to be the 55th Floor Premises and the term “Tenant’s Expansion Space” means Second Expansion Space which Tenant has elected shall be deemed to lease as provided in this paragraphbe the 54th Floor Premises, for all purposes hereunder. Landlord agrees Each Expansion Option may be exercised only with respect to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space which Landlord notifies Tenant is or will become available. If Tenant gives Landlord notice of its exercise of this option within thirty (30) days after notification from Landlord of the availability all of the Expansion Space in question. If Tenant fails to timely give the Expansion Option Exercise Notice in respect of an Expansion Space within 150 days after Landlord provided Tenant with the original Expansion Notice in respect thereof and if no Event such failure continues for 30 days after Landlord delivers a second copy of Default exists when Tenant’s notice is giventhe Expansion Notice to Tenant after the expiration of such 150 day period, this Lease will Tenant shall be deemed to be amended to include have waived Tenant’s Expansion Space as part of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space in question and Landlord shall have no further obligations and Tenant shall have no further rights with respect to such Expansion Space during the term of the Lease. Landlord shall provide Tenant with notice of the anticipated Expansion Space Commencement Date for such portion of the Expansion Space, at least 18 months but not more than 24 months prior to such Expansion Space Commencement Date (an “Expansion Notice”). The Expansion Space Commencement Date in respect of the First Expansion Space (and delivery thereof) shall occur between June 1, or the date on which 2017 and May 31, 2019 and the Expansion Space is first occupied by Tenant; Commencement Date in respect of the Second Expansion Space (ivand delivery thereof) if shall occur between June 1, 2026 and May 31, 2028. Following Tenant’s exercise of an Expansion Option, Landlord shall at least 6 months prior to the Expansion Space contains Commencement Date in question deliver a notice (an “Expansion FMV Notice”) to Tenant setting forth Landlord’s determination of the Expansion Space Fair Market Value (as hereinafter defined) in respect of such Expansion Space and the rentable area of 10,000 square feet or morethe Expansion Space in question (determined in accordance with Section 5(d)(iii) and setting forth Landlord’s then current loss factor). Following the giving of the Expansion Notice by Landlord to Tenant, and if there are less than three (3) Lease Years remaining Landlord shall provide Tenant with access to the Expansion Space in question in order for Tenant to inspect same to the Lease Term, extent Landlord has the Lease Term will be extended right to include three (3) full years from do so. Landlord shall provide Tenant with at least 10 days’ prior notice of the Term Expansion Space Commencement Date with in respect to Tenant’s of each portion of the Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided . If Landlord expects delays in Exhibit E, Basic Rent for each year delivering any portion of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space beyond the date specified in such notice, Landlord shall on or (b) Market Rent determined as provided prior to 3 Business Days prior to the expiration of said 10-day period in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s respect of each floor of Expansion Space will be leased to provide Tenant with a second notice which shall update the Expansion Premises Commencement Date in its “as is” condition and Tenant will, at its expense and in compliance with respect of such floor of the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancyExpansion Space. Landlord and Tenant agree shall thereupon set a mutually convenient time prior to execute such amendments an applicable Expansion Space Commencement Date for Tenant and Landlord to this Lease inspect the applicable Expansion Space and other instruments as either the Expansion Extension Work, at which time Tenant shall prepare and submit to Landlord a list of them considers necessary or desirable Punch List items, if any, to reflect be completed. Upon completion of the inspection, but subject to Tenant’s exercise rights under Section 18(j) of this optionAmendment, Tenant shall acknowledge in writing that Substantial Completion of the Expansion Extension Work has occurred in the applicable portion of the Additional Premises, subject to any Punch List Items to be completed. Landlord shall complete the Punch List Items within 45 days thereafter.

Expansion Space. As used in this paragraph, the term “Expansion Space” means any space in the Building which, at any time during the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has shall have the option to lease any Expansion Space which Landlord notifies Tenant is or will become available. If Tenant gives Landlord notice of its exercise of this option within thirty (30) days after notification from Landlord of the availability of the Expansion Space and if no Event of Default exists when Tenant’s notice is given, this Lease will be deemed to be amended to include Tenant’s Expansion Space as part of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area penthouse level of the Premises will be amended to include Tenant’s Building (the "Penthouse Expansion Space; "), as more particularly shown on Exhibit 1-E annexed hereto and made a part hereof and/or (ii) Tenant’s Share will be increased to include the rentable area balance of Tenant’s the tenth (10th) floor of the Building designated as Rxxx 0000, Xxxx 0000-00 and Room 1026 (individually and collectively, the "Tenth Floor Expansion Space; (iii) the Term Commencement Date "), as more particularly shown hatched on Exhibit 1-F annexed hereto and made a part hereof, exercisable by notice to Landlord given no later than December 31, 2001 with respect to Tenant’s the Penthouse Expansion Space will be and no later than December 31, 2002 with respect to the earlier of sixty (60) days after the date on which Tenant’s Tenth Floor Expansion Space becomes vacant (or within ten (10) business days following notice from Landlord that the Penthouse Expansion Space or Room 1026 are becoming available for lease prior to the expiration dates of the respective existing leases thereof), provided and ready for upon the condition that this Lease shall be in full force, effect and Tenant shall not be in default hereunder beyond applicable notice and grace periods and this Lease shall not have been assigned. The Penthouse Expansion Space and the Tenth Floor Expansion Space (and each portion thereof) are hereinafter individually and collectively referred to as the "Expansion Space". Tenant's right to lease the Tenth Floor Expansion Space shall be further conditioned upon Tenant (and its related corporations) being in use and occupancy of, and not subleasing, the entire Tenth Floor Space and either (provided that date is i) the entire Eleventh Floor or (ii) at least sixty (60%) days after percent of the rentable square footage of the balance of the Premises. If Tenant exercises its option as aforesaid, Landlord shall deliver possession of the Expansion Space (which is the subject of such exercise) to Tenant as soon as reasonably practicable, on such date as Landlord shall notify Tenant in writing, subject to delays beyond Landlord's control (the date(s) of delivery of possession of the Expansion Space to Tenant are each hereinafter referred to as the "Expansion Space Commencement Date"). In the event Tenant exercises its option to lease the Expansion Space)Room 1015 or Room 1016-19, or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, Tenant shall be deemed to have irrevocably exercised its right to lease both Room 1015 and if there are less than three (3) Lease Years remaining Room 1016-19 in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance accordance with the provisions of Section 7.06this Article 41; provided, design however, Tenant shall not be deemed to have exercised its right to lease Room 1026 unless Tenant expressly elects to do so and construct all Improvements desired by the definition of Tenth Floor Expansion Space shall be deemed to mean only those portions of the tenth (10th) floor that Tenant for exercises its use and occupancy. Landlord and Tenant agree right to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this optionlease hereunder.

Expansion Space. As used in this paragraphProvided that no default by Tenant (which shall include any mater which would constitute a default either with the passage of time or the giving of notice) has occurred prior to the time the "Expansion Space Notice" (as such term is defined below) is received by Landlord or thereafter until the date on which the "Tenant's Exercise Notice" (as such term is defined below) is received by Landlord, Tenant shall have the term “Expansion Space” means ongoing option for the lease of any leaseable space in the Building which(the "Expansion Space") to the extent the same becomes available for lease to Tenant (which for purposes hereof shall mean that such space is not then occupied or subject to lease or option or right for lease extension or premises expansion by any other tenant or person) during the initial Term, exercisable as follows: If Tenant desires to expand the Premises to include any Expansion Space, Tenant shall deliver at any time during the Lease Term, is occupied by a Person other than initial Term deliver written notice thereof to Landlord under a written lease with Landlord, and (the term “Tenant’s Expansion Space” means "Expansion Space which Tenant has elected to lease as provided in this paragraphNotice"). Landlord agrees to notify Tenant promptly after Landlord learns that any Promptly following receipt of the Expansion Space is or will become available. Subject Notice, Landlord shall deliver to the prior rights Tenant written notice of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space which Landlord notifies Tenant is available or will become availableavailable during the twelve (12) month period following the date of Tenant's Expansion Space Notice, and Tenant shall have ten (10) business days following the date of such notice from Landlord to elect by written notice to Landlord (the "Tenant's Exercise Notice") to lease (commencing immediately upon availability) all of any one (1) configuration of such Expansion Space for a term co-terminus with the Lease Term and otherwise subject to all applicable terms and conditions of this Lease; provided, however, that Landlord shall have no obligation to improve the Expansion Space for Tenant. If (i) Tenant does not deliver an Expansion Space Notice, or (ii) after delivery of Tenant's Expansion Space Notice and receipt of notice of any available space from Landlord, Tenant does not deliver Tenant's Exercise Notice within such ten (10) business day period electing to lease such Expansion Space, Landlord may proceed to lease such Expansion Space to any party upon any terms and conditions as Landlord desires. If Tenant gives delivers the Expansion Space Notice, then (i) the "Premises" shall thereafter be deemed for all purposes to include the Expansion Space and (ii) Tenant's Base Rent, Percentage Share of Building Operating Expenses, and Building Tax Expenses, Security Deposit, and other matters in this Lease pertaining to the amount of Rentable Area contained within the Premises shall be adjusted accordingly, as reasonably determined by Landlord. Landlord notice of its exercise of this option and Tenant shall within thirty (30) days after notification from Landlord following Landlord's receipt of the availability Tenant's Exercise Notice execute an amendment to this Lease prepared by Landlord to reflect the addition to the Premises of the Expansion Space Space, and if no Event of Default exists when Landlord may, but without obligation to do so, declare the Tenant’s notice is given, this Lease will be deemed 's Exercise Notice to be amended null and void if Tenant fails to include Tenant’s Expansion Space as part of execute such amendment. Notwithstanding anything to the Premises for the remainder of the Lease Term upon all of the same terms contrary contained in this Lease except that (i) paragraph, Tenant may not exercise its rights under this Section 42 after the Rentable Area last day of the Premises will be amended to include Tenant’s Expansion Space; forty-second (ii42) Tenant’s Share will be increased to include month of the rentable area of Tenant’s Expansion Space; (iii) the initial Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant unless it concurrently exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from extend the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period by the Option Term as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this option2 above.

Expansion Space. As used Upon the substantial completion of Landlord’s Work (the “Expansion Space Commencement Date”), which is anticipated to be on or about December 15, 2011 (however, in this paragraphthe event of a delay in the Expansion Space Commencement Date, Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant, by reason thereof), approximately 3,730 rentable square feet of space on the term first floor of The Xxxxxxxx House, 500 Level shown on the plan attached hereto as Exhibit A-1 (such space, hereinafter referred to as the “Expansion Space” means any space in ”) shall be deemed added to and incorporated into the Building whichPremises demised under the Lease. Additionally, Tenant shall have the exclusive license to use the area known as the upper floors of The Xxxxxxxx House for general office and storage use only (the “As Is Space”) at any time during the Lease Termno additional cost and Tenant shall not sublet, is occupied by a Person other than Landlord under a written lease with Landlordassign, transfer or otherwise convey or encumber this license, and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected shall not permit or suffer any other person or entity to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that use or occupy all or any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space which Landlord notifies Tenant is or will become available. If Tenant gives Landlord notice of its exercise of this option within thirty (30) days after notification from Landlord part of the availability of As Is Space. Upon the Expansion Space Commencement Date, all references to the Premises in the Lease shall include the Expansion Space, and if no Event of Default exists when Tenant’s notice is given, this all references to Exhibit A in the Lease will shall be deemed to be amended include and refer to include Tenant’s Exhibit A-1. The Expansion Space shall be delivered free of all occupants, personal property, trade fixtures and equipment and, except as part expressly provided herein, shall be accepted by Tenant in “as-is”, “where-is” condition without any warranty of the Premises fitness for the remainder of the Lease Term upon all of the same terms contained use or occupancy, expressed or implied; and Tenant agrees that, except for Landlord’s Work, Landlord has no work to perform in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date or on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if to prepare same for Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord , and that any work to be done in or on the Expansion Space in addition to Landlord’s Work will be performed by Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect at Tenant’s exercise sole cost and expense in accordance with the terms and conditions of this optionthe Lease.

Expansion Space. As used 20.01 Provided that this Lease shall then be in full force and effect and the Tenant shall not then be in default of the Lease, Tenant shall have the right to add an additional approximately 5,000 square feet of Tenant's Net Rentable Area to its Leased Premises (the "Expansion Space"). Tenant may only exercise its right to add the Expansion Space under this paragraphparagraph by giving written notice to Landlord on or before January 1, 1992. If Tenant exercises its right to add the Expansion Space, Landlord shall prepare the space in accordance with Tenant's finish plans, the term “Expansion Space” means any space in Exhibit D portion of the Building which, at any time during the Lease Term, is occupied by a Person other than Landlord under a written lease with work to be Landlord, 's expense and the term “Extra Work to be at Tenant’s Expansion Space” means Expansion Space which 's expense, payable upon completion of the work. Tenant has elected shall provide Landlord with all architectural plans, ceiling plans, electrical plans, lighting plans, final finishes and all specifications and any other plans necessary to lease as provided in construct the Leased Premises, within ninety days after notice of exercise of the right to expand under this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Upon the Expansion Space is or will become availableCommencement Date, the Tenant's Net Rentable Area shall be adjusted by addition of the square footage for the Expansion Space, the Basic Minimum Annual Rent for the Initial Term shall be increased by $17.80 per square foot of Tenant's Net Rentable Area for the Expansion Space, and all other items based on Tenant's Net Rentable Area shall be adjusted accordingly. Subject to The "Expansion Commencement Date" shall be the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space date upon which Landlord notifies Tenant is or will become availableobtains a certificate of occupancy for the space, substantially completed (as defined in paragraph 19.01) in accordance with Tenant's finish plans, which in either case shall be, at Landlord's election, during the 34th month through the 40th month from the original Commencement Date (January 1, 1990). If Tenant gives Landlord notice of its exercise of this option within thirty (30) days after notification from Landlord of Notwithstanding the availability of foregoing, in the case where the Expansion Space and has not been previously fitted up, if no Event of Default exists when Tenant shall not furnish Tenant’s notice is given, this Lease will 's finish plans within the time period set forth above or the Expansion Commencement Date shall be deemed to be amended to include Tenant’s Expansion Space as part accelerated by the period of the Premises for delay in providing the remainder finish plans. If the Expansion Commencement Date shall not be on or before the last day of the Lease Term upon all of 40th month from the same terms contained in this Lease except original Commencement Date, and provided that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) Tenant has delivered its final and complete finish plans within 90 days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises notice of exercise of its option right to lease add the Expansion Space), or the date on which Basic Minimum Annual Rent for the Expansion Space is first occupied shall be abated by Tenant; (iv) if Tenant’s two days for every day beyond the last day of the 40th month that the Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this optionis delayed.

Expansion Space. As used Tenant may also give notice to Landlord at any time during the first five (5) years of the Lease term, that it desires that Landlord expand the existing premises to include 115,500 additional square feet to be connected to the original structure by a 30’ wide, 50’ long covered walkway. This notice shall be given in writing to Landlord. Tenant must agree to occupy the expanded space upon the giving of notice. Landlord shall have nine (9) months within which to complete such expansion. The requirements for construction shall be the same as agreed upon herein for the initial construction. Tenant shall occupy the expanded space immediately upon completion of construction. The same terms and conditions of the Lease including all renewal options thereof, shall apply to the expanded space. Rent shall convene upon occupancy by Tenant. It is agreed between Landlord and Tenant that any renewal of this paragraphLease term after the expansion space has been completed and occupied by Tenant, shall include such expansion space. Notwithstanding the term “Expansion Space” means any space in above, Landlord shall have the Building which, right to expand the existing structure on its own without the request of Tenant for up to an additional 115,500 square feet at any time during the Lease Termterm. Provided, is occupied by a Person other than Landlord under a written lease with Landlord, and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rightshowever, Tenant has the option shall not be required to lease any Expansion Space which occupy such space unless Tenant shall give Landlord notifies Tenant is or will become available. If Tenant gives Landlord ninety (90) days written notice of its exercise intent to occupy such expanded Premises. Tenant’s right to occupy the expanded Premises whether built by Landlord under its own initiative or as a result of this option within thirty (30) days after notification from Landlord Tenant’s election hereunder, shall expire upon the completion of the availability of the Expansion Space and if no Event of Default exists when Tenant’s notice is given, this Lease will be deemed to be amended to include Tenant’s Expansion Space as part of the Premises for the remainder first five (5) years of the Lease Term upon all of term. In the same terms contained in this Lease except that (i) event Tenant shall occupy the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space)expanded space, or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute an appropriate addendum to Lease Agreement setting out the terms and conditions of the expanded space and the occupancy thereof, such amendments terms and conditions, where applicable, being the same as those in the original Lease. Tenant shall be given first right of refusal to this Lease and other instruments as either lease the expanded space after the expiration of them considers necessary or desirable to reflect Tenant’s exercise of this optionthe five (5) year period should it become available during the lease term.

Expansion Space. As used in this paragraph(a) Effective on the first day of the second (2nd) Lease Year (the "Expansion Date"), the term “Demised Premises shall automatically be expanded to include that certain 129,600 square feet of additional warehouse space lying adjacent to the initial Demised Premises and labeled as "Phase II" on Exhibit A hereto (the "Expansion Space” means any space in "), so that from and after such date the Building which, at any time during Demised Premises shall be deemed to include the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected (the entire Building) for all purposes of this Lease. The day prior to lease the Expansion Date is referred to herein as provided in this paragraphthe “Pre-Expansion Date”. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to shall cause the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space which Landlord notifies Tenant is or will become available. If Tenant gives Landlord notice of its exercise of this option within thirty (30) days after notification from Landlord of the availability construction of the Expansion Space Improvements prior to the Expansion Date , and if no Event of Default exists when Tenant’s notice is given, this Lease will shall be deemed delivered to be amended to include Tenant’s Tenant on the Expansion Date in good order and repair and in broom clean condition. The “Expansion Space Improvements are the improvements described as part “Phase II Improvements” on Exhibit B attached hereto. Prior to delivery of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include , a representative of Landlord and a representative of Tenant together shall inspect the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be and generate a punchlist of any defective items (the earlier of sixty "Expansion Punchlist"). Landlord shall, within forty-five (6045) days after the date Expansion Punchlist is prepared and agreed upon by Landlord and Tenant, remedy such defective work as is set forth on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space)Punchlist provided, or however, that if such work cannot reasonably be completed within such forty-five (45) day period, then Landlord shall have such additional time to complete such work as may be reasonably necessary, provided Landlord has commenced such work within such forty-five (45) day period and has thereafter diligently pursued the date on which same to completion. To clarify, the Expansion Improvements will be deemed a portion of the Improvements upon the occurrence of the Expansion Date for purposes of this Lease, including without limitation the insurance requirements. Subject to completion of the Expansion Improvements as required above, Tenant shall (and does hereby agree to) accept the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, "AS IS/WHERE IS" and if there are less than three (3) Lease Years remaining in as suitable for the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this optionPermitted Use.

Expansion Space. As used Provided that Tenant is not in default under this paragraphLease (which shall include any mater which would constitute a default either with the passage of time or the giving of notice) at any time prior to the time the "Expansion Space Notice" (as such term is defined below) is received by Landlord or thereafter until the date on which the "Tenant's Exercise Notice" (as such term is defined below) is received by Landlord, Tenant shall have the term “Expansion Space” means ongoing option for the lease of any leaseable space in the Building which, at (the "Expansion Space") to the extent the same becomes available for lease to Tenant (which for purposes hereof shall mean that such space is not then occupied or subject to lease or option or right for lease extension or premises expansion by any time other tenant or person) during the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, and exercisable as follows: If Tenant desires to expand the term “Tenant’s Premises to include any Expansion Space” means , Tenant shall during the initial Term deliver at least ninety (90) days' written notice of such desire to Landlord (the "Expansion Space Notice"). Promptly following receipt of the Expansion Space Notice, Landlord shall deliver to Tenant written notice of any configurations of then available of Expansion Space and Expansion Space which will become available during the twelve (12) month period following the date of Tenant's Expansion Space Notice, and Tenant has elected shall have ten (10) days following the date of such notice from Landlord to elect by written notice to Landlord ("Tenant's Exercise Notice") to notify Landlord, in writing, of which configuration of Expansion Space, if any, Tenant desires to lease as provided in (commencing immediately upon availability) from Landlord, which lease shall be for a term co-terminus with the Lease Term and otherwise subject to all applicable terms and conditions of this paragraph. Lease; provided, however, that Landlord agrees shall have no obligation to notify Tenant promptly after Landlord learns that any improve the Expansion Space is for Tenant. If (i) Tenant does not deliver an Expansion Space Notice, or will become available. Subject to the prior rights (ii) after delivery of other tenants to whom Landlord has granted substantially similar rightsTenant's Expansion Space Notice and receipt of notice of any available space from Landlord, Tenant has the option does not deliver Tenant's Exercise Notice within such ten (10) day period electing to lease any such Expansion Space, Landlord may proceed to lease such Expansion Space which to any party upon any terms and conditions as Landlord notifies Tenant is or will become availabledesires. If Tenant gives delivers the Expansion Space Notice and actually leases the Expansion Space, then (i) the "Premises" shall thereafter be deemed for all purposes to include the Expansion Space and (ii) Tenant's Base Rent, Percentage Share of Building Operating Expenses, and Building Tax Expenses, Security Deposit, and other matters in this Lease pertaining to the amount of Rentable Area contained within the Premises shall be adjusted accordingly, as reasonably determined by Landlord. Landlord notice of its exercise of this option and Tenant shall within thirty (30) days after notification from Landlord following Landlord's receipt of the availability Tenant's Exercise Notice execute an amendment to this Lease prepared by Landlord to reflect the addition to the Premises of the Expansion Space Space, and if no Event of Default exists when Landlord may, but without obligation to do so, declare the Tenant’s notice is given, this Lease will be deemed 's Exercise Notice to be amended null and void if Tenant fails to include Tenant’s Expansion Space as part of execute such amendment. Notwithstanding anything to the Premises for the remainder of the Lease Term upon all of the same terms contrary contained in this Lease except that (i) paragraph, Tenant may not exercise its rights under this Section 40 after the Rentable Area last day of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this option.sixtieth

Expansion Space. As used From the period commencing January 15, 2010, and expiring on January 14, 2013, Landlord may request in this paragraph, writing that Tenant construct an expansion to the term LTACH Improvements of up to fifty thousand four hundred forty-one (50,441) square feet on three (3) floors of the LTACH Improvements (the “Expansion Space” means ”) and leasing of such Expansion Space to one or more proposed users (collectively, the “Expansion Space Users”). Landlord will be responsible for providing proposed Expansion Space Users who will occupy the entire Expansion Space. All Expansion Space Users and the terms and conditions of the subleases covering the Expansion Space (collectively, the “Expansion Space Subleases”), together with any space guarantors of any Expansion Space Users and the terms and conditions of any guaranties of Expansion Space Subleases which may be required by Tenants, must be acceptable to Tenant in Tenant’s sole and absolute discretion. In any event, all Expansion Space Subleases must be triple-net, inclusive of the share of each premises in the Building whichExpansion Space of any capital expenditures required to operate and maintain the LTACH Improvements. Prior to any request that Tenant undertakes to construct the Expansion Space, at any time during (i) Landlord shall obtain and provide to Tenant the consent of the Hospital Authority under the Medical Center Master Lease Term, is occupied by a Person other than Landlord under a written lease with Landlordfor the construction of the Expansion Space, and (ii) Landlord shall provide to Tenant such consent for the term “construction of the Expansion Space that may be required under the REA, both of which consents shall be in form and substance acceptable to Tenant in Tenant’s sole and absolute discretion. The items required under the foregoing provisions of this paragraph are herein collectively called the “Expansion Space Precondition Documents.” Upon receipt and approval of the Expansion Space Precondition Documents, Tenant will seek such financing as is required in order to finance the construction of the Expansion Space” means . Landlord recognizes that Tenant’s existing lender will have a lien on the Expansion Space which under its existing mortgage or deed of trust. Therefore, the existing lender will likely be approached by Tenant has elected to lease as provided provide financing for the Expansion Space. If Tenant cannot obtain financing from the existing lender, Tenant will seek other financing in this paragraphorder to refinance the existing debt owed to existing lender and obtain construction financing for the construction of the Expansion Space in the LTACH Improvements. Landlord acknowledges that, if the business terms and economics of such refinancing are less favorable to Tenant than the existing indebtedness with the existing lender, Landlord agrees to notify make Tenant promptly after Landlord learns that any financially whole in such amounts and manner as may be required by the circumstances, as Tenant may determine. If the terms of the refinancing relative to the new debt for the construction of the Expansion Space is or will become available. Subject to are such that such new debt (and/or preferred return on any equity funding) would not be adequately provided by the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has income stream from the option to lease any Expansion Space which Subleases, Landlord notifies Tenant is acknowledges that the Expansion Space Subleases will have to be modified or amended in such manner as to provide an income stream under such Expansion Space Subleases as will become availablebe capable of meeting the proposed debt service for such new debt. If Tenant gives fails to approve any of the Precondition Documents or if Tenant cannot obtain financing for the construction of the Expansion Space, then Landlord will have the right to deliver a written notice to Tenant (the “Landlord Purchase Notice”) setting forth Landlord’s desire to purchase the LTACH Improvements from Tenant. The date of its exercise delivery of this option within the Landlord Purchase Notice is herein called the “Landlord Purchase Notice Delivery Date.” Tenant may also deliver to Landlord a written notice (the “Tenant Purchase Notice”) advising Landlord that the terms and conditions under which the Expansion Space could be constructed are not satisfactory to Tenant. In the event of the delivery of the Tenant Purchase Notice, Landlord will have thirty (30) days after notification from Landlord the receipt of the availability Tenant Purchase Notice to deliver the Landlord Purchase Notice. Failure to deliver the Landlord Purchase Notice within such thirty (30) day period will constitute a waiver of any purchase right that Landlord may have under this Section. In the Expansion Space event Landlord delivers the Landlord Purchase Notice in accordance with this Section, then Landlord and if no Event Tenant agree that they will in good faith negotiate a price and terms of Default exists when Tenant’s notice is given, this Lease will be deemed sale in order for Tenant to be amended sell the LTACH Improvements to include Tenant’s Expansion Space as part of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier Landlord during a period of sixty (60) days after days, following the date on which Tenant’s Expansion Space becomes vacant Landlord Purchase Notice Delivery Date, provided that, the parties agree that neither party has any obligation to buy or sell the LTACH Improvements. Further, in the event Landlord and ready for occupancy (provided that date is at least Tenant are not able to agree upon the terms of such sale and consummate the same within such sixty (60) days after Tenant exercises its option day period, then neither party shall have any further obligation to lease negotiate or pursue the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year sale of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all LTACH Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this optionLandlord.

Expansion Space. (a) As used a material inducement for Landlord entering into this Lease, Tenant agrees that it shall be obligated in accordance with the terms of this paragraph to lease from Landlord, upon the same terms and conditions as those contained in this paragraphLease, except with respect to the Tenant Improvement Allowance, which shall be determined as set forth below, the term “remainder of the Building not then leased by Tenant (the "Expansion Space” means any space in "). Landlord shall deliver the Building which, Expansion Space to Tenant at any time during between the Lease sixty-first (61st) and seventieth (70th) months of the Term, with all Base Building improvements completed to the extent necessary for Tenant to begin constructing the Tenant Improvements, and with such additional improvements or alterations as Landlord may reasonably elect, provided that such improvements are in good condition and are at all times consistent with a general office use ("Required Condition"). The Expansion Space Delivery Date shall be five (5) business days after Tenant has received a factually correct notice from Landlord that the Expansion Space is occupied by a Person in the Required Condition and available for Tenant's immediate and exclusive use. Tenant's Monthly Basic Rent, Tenant's Percentage of Operating Expenses and any other than Landlord under a written lease with Landlordmonetary obligations of Tenant which are based on the RSF of the Premises shall be equitably adjusted, and Tenant shall pay such increased rental amounts beginning on the earlier of (i) the date of Occupancy for Business in the Expansion Space, or (ii) one hundred twenty (120) days (also the "Construction Period") following the Expansion Space Delivery Date of the Expansion Premises (the "Expansion Space Commencement Date"). Tenant's Monthly Basic Rent for the Expansion Premises shall be the same as the Monthly Basic Rent Tenant is paying for the Initial Premises as of the Expansion Space Commencement Date (i.e. $15.73 per RSF), and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space which Landlord notifies Tenant is or will become available. If Tenant gives Landlord notice of its exercise of this option within thirty (30) days after notification from Landlord of the availability of the Expansion Space and if no Event of Default exists when Tenant’s notice is given, this shall be coterminous with the Lease Term. The Construction Period will be deemed to be amended to include Tenant’s Expansion Space as part of the Premises extended one day for the remainder of the Lease Term upon all of the same terms contained each day Tenant is delayed in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant designing, constructing and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which moving into the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area because of 10,000 square feet Force Majeure Delays or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period Landlord Delays as provided defined in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this option.B.

Expansion Space. As used in this paragraph, Each of the term “Expansion Space” means any space in Sixth Floor Space and the Building which, at any time during the Lease Term, Fourteenth Floor Space is occupied by a Person other than Landlord under a written third party tenant, with the anticipated expiration date of the third-party tenant’s lease with Landlordfor the Sixth Floor Space being July 31, 2015, and the term “Tenantanticipated expiration date of the third-party tenant’s Expansion Space” means lease for the Fourteenth Floor Space being September 30, 2015. Provided that Tenant has timely exercised its right under this Section 1.3 as set forth above, then no later than one hundred twenty (120) days prior to the date on which the applicable Expansion Space which shall be delivered by Landlord to Tenant, Landlord shall deliver written notice to Tenant has elected to lease as provided in this paragraphdesignating whether the Sixth Floor Space or the Fourteenth Floor Space shall be the Expansion 692500.09/WLA371593-00023/6-13-12/ao/ao -8- KEY CENTER[Xxxxxx Realty, L.P.][Concur Technologies, Inc.] Space. Landlord agrees to notify Tenant promptly after Landlord learns that any Because the applicable Expansion Space is currently occupied by a third party tenant, Landlord's ability to deliver possession of the Expansion Space to Tenant is dependent upon the vacation and surrender of the Expansion Space by such third party tenant to Landlord. Landlord shall have no liability whatsoever to Tenant relating to or will become availablearising from Landlord's delay in delivering the Expansion Space to Tenant. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rightsIn addition, Tenant has the option Tenant’s right to lease any Expansion Space which Landlord notifies Tenant is subject and subordinate to the expiration or will become available. If Tenant gives Landlord notice earlier termination of its the existing lease(s) for such Expansion Space (including the exercise of this option within thirty (30) days after notification from Landlord any renewal right currently in effect as of the availability date of this Lease, and Landlord represents to Tenant that the only renewal rights currently in effect for the Sixth Floor Space and the Fourteenth Floor Space are as follows: the occupant of the Expansion Sixth Floor Space (or its successors and if no Event of Default exists when Tenant’s notice is given, this Lease will be deemed to be amended to include Tenant’s Expansion Space as part of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (iassigns) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than has three (3), five (5) Lease Years remaining year options to extend the term of its lease, and the occupant of the Fourteenth Floor Space (or its successors and assigns) has one (1), five (5) year option to extend the term of its lease. Accordingly, in the Lease Term, event that Landlord is unable to deliver either the Lease Term will be extended Sixth Floor Space or the Fourteenth Floor Space to include three (3) full years from Tenant as Expansion Space due to the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year existing tenants’ extension of the remaining Lease Term (as it may be extended) will be terms of their respective leases, then the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise terms of this optionSection 1.3 shall terminate and be of no force of effect.

Expansion Space. As used in this paragraphIn the absence of an Event of Default by Tenant, Tenant will have the term “Expansion Space” means any space in the Building which, following expansion right: at any time during the Lease TermTerm of this Lease, is occupied by a Person other than before Landlord under a written lease with Landlord, and either markets available space in the term “Tenant’s Building (the "Expansion Space” means ") to third parties, or accepts a third-party offer on such space, Landlord will first offer the Expansion Space which Tenant has elected to lease as provided in this paragraphTenant. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space Any notice so offering is or will become available. Subject to an "Offer Notice" and shall contain either the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space material terms upon which Landlord notifies Tenant is offering the Expansion Space, including Landlord's good faith estimate of the fair market rental value of the Expansion Space, or will become availablethe material terms of a "second proposal" or other offer from a third party which Landlord desires to accept. If Tenant gives notice to Landlord notice within ten (10) days after receipt of its exercise the Offer Notice that Tenant will take the Expansion Space as set forth in the Offer Notice, Landlord and Tenant shall enter into an amendment to this Lease that adds the Expansion Space to the Premises, increases Base Rent and Tenant's Share of Operating Costs, and makes any other necessary change to this Lease to integrate the Expansion Space into the Premises. The term of lease for the Expansion Space will be as follows: If the remaining Term is five (5) years or less and the term in the Offer Notice is longer, the latter applies; if the remaining Term is more than five (5) years and the term in the Offer Notice is shorter then the Term for the Expansion Space shall expire as of the end of the term specified in the Offer Notice. If the remaining Term of this Lease is more than five (5) years at the time the Offer Notice is given, but the term proposed in the Offer Notice will expire prior to the end of the Term, then the term for the Expansion Space at Tenant's option shall be the same as that specified in the Offer Notice, or shall be coterminous with and expire as of the expiration of the Term, in which latter event Landlord and Tenant will negotiate in good faith to determine the market rental rate for the Expansion Space for that period of time beginning at the end of the term specified in the Offer Notice and ending at the expiration of the Term of this Lease. Any tenant improvement allowance will be prorated. If, notwithstanding good faith cooperative efforts on the part of both parties, Landlord and Tenant are unable to arrive at, and execute an acceptable amendment within thirty (30) days after notification from Landlord following the Offer Notice, time being of the availability essence, or if Tenant fails to give Landlord timely notice of Tenant's acceptance of the terms in the Offer Notice, Tenant's rights under this provision will expire, and Landlord will be free to market the Expansion Space and enter into a lease of all or any portion of the Expansion Space to third parties, provided that if a third party thereafter makes an offer on terms materially more favorable to any prospective tenant than set forth in the Offer Notice, then Landlord shall not enter into any lease of the Expansion Space with a third party until Landlord offers the Expansion Space to Tenant under the more favorable terms. Tenant will have seven (7) days to accept or reject the reoffer, and if no Event of Default exists when Tenant’s notice is given, this Lease Tenant does not accept the reoffer in such time period Tenant will be deemed to have rejected it and Landlord shall thereafter be amended to include Tenant’s Expansion Space as part of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option free to lease the Expansion Space to third parties under the reoffer terms. Notwithstanding the foregoing, if Tenant elects in writing prior to the first anniversary of the Commencement Date to take the Expansion Space), or the date on which Annual Base Rent (subject to subsequent increases provided in this Lease) and the Operating Costs Expense Stops applicable to the original Premises will apply to the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this optionwell.

Expansion Space. As used in this paragraph, the term “Expansion Space” means any space in the Building which, at any time during the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior existing rights of other tenants of the Building under leases that are in effect as of the Effective Date, which existing rights shall be superior to whom those of Tenant, and further subject to the limitations otherwise set forth in this Paragraph 5, in the event any office space located on the eighth floor of the Building and contiguous to the Premises become(s) available during the Term, Landlord has granted substantially similar rightsshall notify Tenant of the size and configuration of such available contiguous space, which may include the Excess Space (the “Available Adjacent Space”) and Tenant has shall have the option right, to lease any Expansion Space which Landlord notifies Tenant is or will become available. If Tenant gives Landlord notice of its exercise of this option be exercised within thirty (30) days after notification receipt of such notice from Landlord (the “Exercise Period”), to elect in writing to expand the Premises to include the Available Adjacent Space so identified by Landlord for the then-balance of the availability of Term hereof and otherwise on the Expansion Space same terms and if no Event of Default exists when Tenant’s notice is given, conditions set forth in this Lease will be deemed including, without limitation, the per square foot rental rates then and thereafter in effect pursuant to be amended Section 11 above. If Tenant timely so elects to include Tenant’s Expansion lease such Available Adjacent Space, the parties shall enter into an amendment to this Lease adding such Available Adjacent Space as part to the definition of the Premises for the remainder and each of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended requisite additional provisions implicated thereby. If Tenant elects not or fails to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area notify Landlord of Tenant’s Expansion Space; desire to lease such Available Adjacent Space within the Exercise Period, Landlord shall have the right, for a period of eighteen (iii18) months after the expiration of the Exercise Period, to lease such space to any third party upon such terms, conditions, and rates as Landlord so elects in its sole discretion. The provisions of this Paragraph 5 shall apply again if during the Term Commencement Date with respect (1) Landlord fails to Tenant’s Expansion lease such previously identified Available Adjacent Space will be as set forth above within the earlier aforesaid eighteen (18) month period after the expiration of the applicable Exercise Period, (2) Landlord leases such previously identified Available Adjacent Space to a third party and such space (or any portion thereof) subsequently again becomes available, or (3) any other Available Adjacent Space becomes available. Landlord acknowledges and agrees that as it relates to the Excess Space only, Landlord shall not, following the Effective Date, enter into a lease for such Excess Space the term of which exceeds sixty (60) days after the date on which months without first obtaining Tenant’s Expansion Space becomes vacant and ready for occupancy (provided consent, except pursuant to any negotiations with any prospective tenant(s) that date is at least sixty (60) days after Tenant exercises its option to lease were commenced by Landlord on or before the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this optionEffective Date.

Expansion Space. As used in this paragraph, (i) In the term “Expansion Space” means any space in the Building which, at any time during the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, and the term “Tenant’s Expansion Space” means Expansion Space which event that Tenant has elected desires to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the exercise its option to lease and occupy the Expansion Space, and there does not then exist any uncured, continuing Event of Default hereunder, and Tenant is leasing and occupying at least one hundred percent (100%) of the Building, written notice of Tenant's intention to lease and occupy such Expansion Space which (the "Expansion Notice") must be given to Landlord notifies Tenant is or will become availableas aforesaid (the "Expansion Exercise Date"). If Tenant gives elects to expand by leasing and occupying the Expansion Space (the "Lease for the Expansion Space") as herein provided, the annual Fixed Rent for the Expansion Space shall be an amount equal to such rents set forth in Article I hereof. The Lease for the Expansion Space shall be in the same form as this Lease, and, except as herein set forth, on the same terms and conditions as are set forth in this Lease (including without limitation the allowances set forth on Exhibit H attached hereto and the provisions of Section 9.1.1 relating to an additional allowance) and shall be for a Term of twelve (12) years. The Lease for the Expansion Space shall provide for an Expansion Scheduled Term Commencement Date (Landlord notice of its exercise of this option within thirty and Tenant hereby agreeing that such date occur no later than twelve (3012) days months following the Expansion Notice by Tenant) and an Expansion Term Commencement Date, the former to be mutually agreed upon by Landlord and Tenant in good faith, but in no event less than thirty-six (36) weeks or more than forty-four (44) weeks after notification from Landlord of the availability obtaining all required permits and approvals for construction of the Expansion Space Space, considering such factors as weather and if no Event of Default exists when Tenant’s notice is givenmaterial availability (it being agreed by Landlord and Tenant that such Expansion Notice by Tenant occurring between October 1, this and March 1 shall add two (2) additional months to the Expansion Scheduled Term Commencement Date for such space beyond that which would otherwise be expected). The Lease will be deemed to be amended to include Tenant’s for the Expansion Space as part of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that shall also provide (i) the Rentable Area for an Expansion Outside Delivery Date of the Premises will be amended to include Tenant’s Expansion Space; ninety (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (6090) days after the date on which Tenant’s Expansion Scheduled Term Commencement Date, (ii) Tenant the right to cancel the Lease for the Expansion Space becomes vacant and ready for occupancy (provided in the event that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by not delivered on or before the Expansion Outside Delivery Date, as extended for delays due to Force Majeure or Tenant; 's Delay as therein described, and (iviii) if that the Tenant’s 's Plans for the Expansion Space contains a rentable area prepared by and being delivered by Tenant to Landlord are attached as an Exhibit to the Lease for the Expansion Space. The proposed form of 10,000 square feet or moreLease for the Expansion Space shall be delivered by Landlord to Tenant promptly after such Expansion Notice to Tenant, and if there are less than three a mutually agreed upon form shall be executed by Landlord and Tenant within forty-five (345) days from the date of Tenant's receipt of a proposed form of Lease Years remaining for the Expansion Space from Landlord in the Lease Termform as herein required, unless such date is extended by mutual agreement of both parties hereto. Tenant and Landlord shall use reasonable efforts, each acting in good faith, to execute the Lease Term will be extended to include three for the Expansion Space within said forty-five (345) full years days from the Term Commencement Date with respect to date of Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E's receipt of a proposed form from Landlord. Notwithstanding the foregoing, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute that any such amendments to Lease for the Expansion Space shall be in the form of a separate lease agreement and in the same form as this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this optionaforesaid.

Expansion Space. As used in Landlord hereby grants to Tenant the right to lease up to 10,000 square feet of additional space on the second floor of the Building and identified and cross-hatched on Exhibit G (which - will be attached to this paragraph, Lease after the term “Final Plans are approved) (the "Expansion Space” means any space in "), for a period of eighteen (18) months after the Building which, at any time during Commencement Date. Tenant shall give Landlord written notice of Tenant's election to exercise the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, expansion option and such notice shall identify the term “Tenant’s Expansion Space” means portion of Expansion Space which Tenant has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space which Landlord notifies Tenant is or will become availablecovered by such notice. If Tenant gives Landlord notice of its exercise of this option within thirty (30) days after notification from Landlord of exercises the availability expansion right contained herein, the lease of the Expansion Space and if no Event of Default exists when Tenant’s notice is given, this Lease will shall be deemed to be amended to include Tenant’s Expansion Space as part of the Premises for the remainder of the Lease Term upon all of on the same terms contained in and conditions as this Lease except that (i) for the Rentable Area Premises, including the rental rate, expense stop, tenant improvement obligations of Landlord and the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) tenant improvement allowance and the Term Commencement Date shall be co-terminus with respect to Tenant’s Expansion Space will be the earlier term of sixty (60) days after this Lease; provided, however, in the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which event the Expansion Space is first occupied by Tenant; (iv) if Tenant’s in a shell condition at the time of such exercise, then Landlord shall construct certain tenant finish improvements to the Expansion Space contains a rentable area of 10,000 square feet in accordance with plans and specifications prepared by Tenant and approved by Landlord, which approval shall not be unreasonably withheld or moredelayed, and if there are Landlord shall contribute for such tenant improvements in an amount equal to $20.00 per Rentable Square Foot (and Landlord acknowledges that it is responsible for the construction of the Base Building). Rent for the Expansion Space shall commence on the earlier of the Ready for Occupancy Date (for the Expansion Space) or ninety (90) days after Tenant's written notification of its intent to the Lease the Expansion Space. If Tenant elects to Lease less than three all of the Expansion Space, the expansion option set forth herein shall remain in full force and effect for eighteen (318) Lease Years months after the Commencement Date on the remaining portion of the Expansion Space, which remaining portion shall be subject to the Right of First Refusal set for below upon the expiration of such eighteen (18) month period. In the event Tenant exercises any of its renewal options granted in the Lease TermLease, the Lease Term will be extended exercise of the renewal option shall extend to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this option.

Expansion Space. As used in this paragraph, the term “Expansion Space” means any space in the Building which, at any time during the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has shall have the option to lease any a minimum of 7,500 Rentable Square Feet on the 8th floor of the Building, up to the entire 8th floor (the “Expansion Space”), for a term commencing October 1, 2007 (the “Expansion Space which Landlord notifies Tenant is Commencement Date”) and continuing through the expiration or will become available. If Tenant gives Landlord notice of its exercise of this option within thirty (30) days after notification from Landlord earlier termination of the availability of the Expansion Space and if no Event of Default exists when Tenant’s notice is given, this Lease will be deemed to be amended to include Tenant’s Expansion Space as part of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extendedextended or renewed); provided that (i) will be Tenant gives Landlord written notice (the greater “Expansion Notice”) no later than January 31, 2007 specifying the amount of Expansion Space it desires to lease; (aii) no uncured event of default exists under the Lease at the time of such Expansion Notice or the Expansion Space Commencement Date; (iii) Tenant remains in occupancy of the entire Premises; and (iv) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space is not subject to an expansion option, right of first refusal, preferential right or similar obligation existing under any other tenant lease for the Property as of the Effective Date. The Base Rent payable for the Expansion Space shall be at the Market Rental Rate (bdefined in Paragraph C of Rider No. 1) Market Rent determined as provided for comparable space in the Rent Rider attached Building as Exhibit E. of the Expansion Space Commencement Date, including any projected rate increases over the expansion term and any tenant improvement allowance. If Tenant exercises this optionelects to lease less than the entire floor, Tenant’s then Landlord shall have the right to determine the location of the Expansion Space will be leased within the 8th floor. This Option to Tenant in its “as is” condition Expand shall terminate upon relocation of the Premises, and Tenant willexcept for a Permitted Transfer, at its expense and in compliance with the provisions assignment of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either or subletting of them considers necessary all or desirable to reflect Tenant’s exercise any part of this optionthe Premises.

Expansion Space. As used Pursuant to that certain Wall Street Building --------------- Agreement of even date herewith ("Wall Street Agreement") between Tenant and WRC Wall Street LLC, an affiliate of Landlord, Landlord, through its affiliate, has agreed to provide Tenant with an option to expand into a new building to be constructed by Landlord's affiliate. The lease to be entered into between Tenant and WRC Wall Street LLC is hereinafter referred to as the "Wall Street Lease." In certain instances, as set forth in this paragraph, Sections 3(a) and 3(b) of the term “Expansion Space” means any space Wall Street Agreement (or pursuant to comparable sections in the Building which, at any time during the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rightsWall Street Lease), Tenant has the option right to lease any Expansion Space which Landlord notifies Tenant terminate the Wall Street Agreement and, if then in effect, the Wall Street Lease, if Landlord's affiliate is or will become availableunable to meet certain deadlines related to the construction of such new building. If Tenant gives Landlord notice of its exercise of this option within thirty (30so elects to terminate the Wall Street Agreement and, if then in effect, the Wall Street Lease, Tenant has certain remedies as set forth in Section 3(c) days after notification from Landlord of the availability Wall Street Agreement. If the Wall Street Agreement and, if then in effect, the Wall Street Lease, are so terminated pursuant to Section 3(a) or Section 3(b) of the Expansion Space Wall Street Agreement (or pursuant to comparable Sections in the Wall Street Lease), and if no Event of Default exists when Tenant’s notice is given, this Lease will be deemed Tenant elects to be amended to include Tenant’s Expansion Space as part move out of the Premises for the remainder as set forth in 3(c)(ii) of the Lease Term upon all of the same terms contained in Wall Street Agreement, and assign this Lease except that (i) or sublease the Rentable Area entire Premises, then Landlord's right to recapture all or any portion of the Premises will in connection with such assignment or sublease, as set forth in Section 17(b) above, shall not apply, and Tenant shall be amended entitled to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include receive the rentable area amount by which all sums paid under such sublease or assignment exceed the total of Tenant’s Expansion Space; (iii) the Term Commencement Date Rent and Additional Rent due under this Lease with respect to Tenant’s Expansion Space will such space. All costs of subleasing, assigning or re-tenanting such space, including without limitation leasing commissions, design fees, legal fees and tenant improvement costs, shall be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied borne by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the . Any provisions of Section 7.0617(b) to the contrary are superseded by this Section 11. EXHIBIT E SUBORDINATION, design NON-DISTURBANCE AND ATTORNMENT AGREEMENT AGREEMENT made this _____ day of __________, 19__ ________________ ("Lender"), ________________, a ________________ organized under the laws of the state of ________________ ("Borrower"), and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either ________________, a ________________ organized under the laws of them considers necessary or desirable to reflect the state of ________________ ("Tenant’s exercise of this option").

Expansion Space. As used A. The Expansion Spaces available under the Third Expansion Option and the Fourth Expansion Option, as set forth in this paragraphSection 52 of the Original Lease, will not be available to Tenant as a result of floors 18 and 19 (and, if the term “17/24 Exchange is effected, floor 17) being designated as Put Space as set forth above. In lieu thereof, and notwithstanding anything to the contrary contained in said Section 52, Landlord, within ten (10) days following its receipt of written notice from Tenant of Tenant's exercise of the applicable Expansion Option, shall designate a floor of the Building (on any of the 17th through 38th floors of the Building, both inclusive) which will serve as the applicable Expansion Space and the date upon which Landlord will make such Expansion Space available to Tenant notwithstanding the Expansion Space Commencement Date set forth in the Original Lease. Landlord shall deliver possession of such Expansion Space to Tenant during the period which commences on the 180th day prior to the applicable Expansion Space Commencement Date and ends on the 180th day following the applicable Expansion Space Commencement Date. If Landlord shall be unable to designate a full floor of the Building as the applicable Expansion Space” means , Landlord shall be permitted to make available to Tenant as such Expansion Space any space two (2) areas on two separate floors on any of the 17th through 38th floors of the Building, both inclusive, which in the Building whichaggregate consist of not less than 20,000 square feet and not more than 23,000 square feet of Rentable Area, at any time during to serve as the Lease Termapplicable Expansion Space available for said Expansion Option. Tenant, is occupied by a Person other than Landlord under a written lease with following its receipt of Landlord, and 's designation of the term “Tenant’s applicable Expansion Space” means Expansion Space which Tenant has elected , shall have the right to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space which Landlord notifies Tenant is or will become available. If Tenant gives Landlord notice of rescind its exercise of this option the applicable Expansion Option by delivering written notice of such exercise to Landlord within thirty (30) days after notification following it receipt of such designation from Landlord of the availability of the Expansion Space and if no Event of Default exists when Tenant’s notice is givenLandlord, this Lease will failing which, Tenant shall be deemed to be amended to include Tenant’s Expansion Space as part have accepted Landlord's designation of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s such Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this option.

Expansion Space. As used Commencing on the Effective Date and expiring on --------------- November 30, 2007, Landlord leases to Tenant and Tenant leases from Landlord the Fourth Expansion Space. The term "Premises", as defined in Item 2 of the Basic Lease Provisions, is amended as of the Effective Date to reflect the addition of the Fourth Expansion Space and includes approximately 81,834 square feet of Agreed Rentable Area in the Building, consisting of 59,885 square feet of Agreed Rentable Area on Floor 7, 6,155 square feet of Agreed Rentable Area in the Basement, and 15,794 square feet of Agreed Rentable Area on Floor 22. The lease of the Fourth Expansion Space is subject to all of the terms and conditions of the Lease currently in effect, except as modified in this paragraphAmendment. In the event Landlord determines the Conditions Precedent can not be satisfied, Landlord shall have the term “right, upon notice given to Tenant prior to Tenant's cancellation of its right of expansion provided for in such paragraph 2 (the "Relocation Notice"), to relocate the Fourth Expansion Space” means Space from Floor 22 to approximately 15,680 square feet of Agreed Rentable Area, plus or minus ten percent (10%), of comparable space on any space single floor in the Building whichabove Floor 22 (the "Relocated Space") on the same terms and provisions provided for in this Amendment with an appropriate adjustment in the Basic Rent, at any time during the Lease Term, is occupied by a Person other than Landlord under a written lease with LandlordTenant's Pro Rata Share Percentage, and Finish Allowance to reflect any adjustment in the term “Tenant’s Expansion Space” means Expansion Space which Agreed Rentable Area. Unless Tenant has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject objects to the prior rights of other tenants Relocated Space as not being comparable in a notice delivered to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space which Landlord notifies Tenant is or will become available. If Tenant gives Landlord notice of its exercise of this option within thirty five (305) business days after notification from Landlord of the availability of date Tenant receives the Expansion Relocation Notice, the Relocation Space and if no Event of Default exists when Tenant’s notice is given, this Lease will shall be deemed to be amended comparable to include Tenant’s the Fourth Expansion Space as part on Floor 22. Effective on the date of the Premises for Relocation Notice, the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s original Fourth Expansion Space will shall be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant deleted and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance replaced with the provisions Relocated Space. In the event of Section 7.06such relocation, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree then the Conditions Precedent shall be deemed to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this optionbe satisfied.

Expansion Space. As used in this paragraphFrom and after April 1, 2004, provided that no default by Tenant (which shall include any matter which would constitute a default either with the passage of time or the giving of notice) has occurred prior to the time the "Expansion Space Notice" (as such term “Expansion Space” means is defined below) is received by Landlord or thereafter until the date on which the "Tenant's Exercise Notice" (as such term is defined below) is received by Landlord, Tenant shall have the ongoing right for the lease of any leaseable space located in the Building which, at (the "Expansion Space") to the extent the same becomes available for lease to Tenant (which for purposes hereof shall mean that such space is not then occupied or subject to lease or any time option or right for lease extension or premises expansion by any other tenant or person (whose option right or right of lease extension predates the date of this Amendment)) during the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, and exercisable as follows: If Tenant desires to expand the term “Tenant’s Premises to include any Expansion Space” means , Tenant shall deliver written notice thereof to Landlord (the "Expansion Space which Tenant has elected to lease as provided in this paragraphNotice"). Landlord agrees to notify Tenant promptly after Landlord learns that any Promptly following receipt of the Expansion Space is or will become available. Subject Notice, Landlord shall deliver to the prior rights Tenant written notice of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any configurations of Expansion Space which Landlord notifies determines is available or is scheduled to become available during the twelve (12) month period following the date of Tenant's Expansion Space Notice (Landlord shall not be required to break up existing configurations of space if Landlord determines, in its sole discretion, that doing so will make the remaining space less marketable), and Tenant is shall have ten (10) business days following the date of such notice from Landlord to elect by written notice to Landlord (the "Tenant's Exercise Notice") to lease (commencing upon the date Landlord makes the same available to Tenant) all of any one (1) configuration of such Expansion Space for a term co-terminus with the Lease Term and otherwise subject to all applicable terms and conditions of this Lease; provided, however, that (i) the Base Rent initially payable by Tenant for the Expansion Space shall be the fair market rate for comparable space within the Project, in each case as reasonably determined by Landlord, (ii) Base Rent shall thereafter be increased at the times and in the manner applicable to the balance of Tenant's then existing Premises, (iii) no free rent or will become availableother concessions shall be applicable to the Expansion Space and (iv) Landlord shall have the right to either (x) provide Tenant with a tenant improvement allowance equal to the allowance then being offered by Landlord to comparable renewal tenants for comparable space within the Project, in each case as reasonably determined by Landlord, or (y) improve the Expansion Space (which improvements shall constitute an "Alteration" under the Lease) to conform to improvements then being offered by Landlord to comparable renewal tenants for comparable space within the Project, in each case as reasonably determined by Landlord. The tenant improvement allowance or improvement work, if any, performed by Landlord with respect to the Expansion Space shall be used solely for the construction of improvements to be permanently affixed to the Premises, which shall not include Tenant's telephone, computer, and data systems, furniture, or other personal improvements desired by Tenant. If (i) Tenant does not deliver an Expansion Space Notice, or (ii) after delivery of Tenant's Expansion Space Notice and receipt of notice of any available space from Landlord, Tenant does not deliver Tenant's Exercise Notice within such ten (10) business day period electing to lease such Expansion Space, Landlord may proceed to lease such Expansion Space to any party upon any terms and conditions as Landlord desires. If Tenant gives Landlord notice of its exercise of this option delivers the Expansion Space Notice, then (i) the "Premises" shall thereafter be deemed for all purposes to include the Expansion Space. Tenant shall within thirty (30) days after notification from following Landlord's request execute an amendment to this Lease prepared by Landlord of to reflect the availability addition to the Premises of the Expansion Space Space, and if no Event of Default exists when Landlord may, but without obligation to do so, declare the Tenant’s notice is given, this Lease will be deemed 's Exercise Notice to be amended null and void if Tenant fails to include Tenant’s Expansion Space as part of execute such amendment. Notwithstanding anything to the Premises for the remainder of the Lease Term upon all of the same terms contrary contained in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s paragraph, Tenant may not deliver an Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Notice or otherwise exercise its right to lease any Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space)March 31, or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this option2009.

Expansion Space. As used Provided the Tenant is not in default under any of the provisions of this paragraphLease, the term “Tenant shall have the right to lease (the "Expansion Space” means Right") any other office space located within Xxxxxxxxxx Plaza Building which is not on the Effective Date subject to a right of expansion in favor of another tenant in the Building. The Landlord shall give notice to the Tenant when any space in becomes available for lease (the Building which, at any time during "Notice"). The Tenant shall exercise the Lease Term, is occupied Expansion Right by a Person other than Landlord under a giving written lease with Landlord, and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject notice thereof to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space which Landlord notifies Tenant is or will become available. If Tenant gives Landlord notice of its exercise of this option within thirty twenty (3020) days after notification from the Landlord gives Notice to the Tenant. If the Tenant fails to exercise the Expansion Right for the applicable space within such 20-day period, then the same shall terminate and the Landlord shall be free to lease such space to another tenant. The Tenant shall lease the Expansion Space upon the terms, covenants and conditions as are offered by Landlord in its Notice, provided that such terms, covenants and conditions shall be at least as favorable as what Landlord would offer to third-party tenants comparable to Tenant. If the Tenant exercises the Expansion Right, the Landlord and the Tenant shall enter into an appropriate amendment to this Lease, subjecting such Expansion Space to the terms of this Lease, within fifteen (15) days after the expiration of the availability 20-day period set forth above. In the event that the Tenant exercises its right to obtain the Expansion Space, the lease term for the Expansion Space shall commence on the date the Landlord tenders possession of the Expansion Space to the Tenant and if no Event of Default exists when Tenant’s notice is given, this Lease will be deemed to be amended to include Tenant’s Expansion Space as part of shall terminate simultaneously with the Premises term for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this optionPremises.

Expansion Space. As used in this paragraph, the term “Expansion Space” means any space in the Building which, at any time during the Lease Term, is occupied by a Person other than Landlord under a written lease with Landlord, and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has shall have the option to lease any approximately 2,683 rentable square feet on the 13th floor of 000 Xxxxxxxx Xxxxx, as shown on Exhibit A-3 to the Eleventh Modification (the “Expansion Space”), for a term commencing on the “Expansion Space which Landlord notifies Tenant is Commencement Date” (hereinafter defined) and continuing through the expiration or will become available. If Tenant gives Landlord notice of its exercise of this option within thirty (30) days after notification from Landlord earlier termination of the availability of the Expansion Space and if no Event of Default exists when Tenant’s notice is given, this Lease will be deemed to be amended to include Tenant’s Expansion Space as part of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extendedextended or renewed); provided that (i) will be Tenant gives Landlord written notice (the greater “Expansion Notice”) no later than July 1, 2012; (ii) no uncured event of default exists under the Lease (a) following the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as expiration of any applicable notice and cure period provided in the Rent Rider attached as Exhibit E. If Lease) at the time of such Expansion Notice or the Expansion Space Commencement Date; and (iii) Tenant exercises this and its Permitted Transferees remain in occupancy of the entire Premises. Landlord represents that the Expansion Space is not subject to an expansion option, right of first refusal, preferential right or similar obligation, or any other right which is superior to Tenant’s rights with respect to the Expansion Space, existing under any other tenant lease for the Project as of the date of this Eleventh Modification (other than the rights of the existing tenant of the Office Building referenced in Paragraph C of this Rider No. 3. The Basic Rental payable for the Expansion Space will shall be leased at the rates then in effect for the Current Premises, including any projected rate increases over the Lease Term, and the Construction Allowance and Basic Rental abatement available for the Expansion Space shall be reduced proportionately to Tenant account for the difference in its “the Lease Term applicable to the Expansion Space, by multiplying each by a fraction, the numerator of which is the number of months remaining in the Lease Term as is” condition of the Expansion Space Commencement Date and Tenant will, at its expense and in compliance the denominator of which is 126 (with the provisions Basic Rental abatement accruing to the first Basic Rental payable under the Lease with respect to the Expansion Space. This Option to Expand shall terminate upon assignment of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and or subletting of more than 25% of the Premises, other instruments as either of them considers necessary than to a Permitted Transferee. The Expansion Space shall be reduced to the extent Tenant leases any portion thereof, whether or desirable not pursuant to reflect Tenant’s exercise of this optiona formal option provision in the Lease.

Expansion Space. As used in this paragraph, (a) Landlord hereby leases to Tenant the term “space on the first floor of the Building consisting of approximately 10,700 square feet of rentable area as shown on Exhibit A attached hereto (the "Expansion Space” means any space in "), and Tenant hereby --------- leases and hires the Building which, at any time during the Lease Term, is occupied by a Person other than Landlord under a written lease with Expansion Space from Landlord, upon and the term “Tenant’s Expansion Space” means Expansion Space which Tenant has elected subject to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to the prior rights of other tenants to whom Landlord has granted substantially similar rights, Tenant has the option to lease any Expansion Space which Landlord notifies Tenant is or will become available. If Tenant gives Landlord notice of its exercise of this option within thirty (30) days after notification from Landlord all of the availability other terms and conditions of the Lease, as amended hereby, for a term commencing upon delivery of the Expansion Space and to Tenant (the "Expansion Space Commencement Date"). Landlord shall endeavor to deliver possession of the Expansion Space to Tenant on January 1, 2001 (the "Anticipated Delivery Date"); provided, however, that if no Event Landlord does not deliver possession of Default exists when Tenant’s notice is givenall or any portion of the Expansion Space to Tenant on the Anticipated Delivery Date for any reason whatsoever, this Lease will Amendment shall not be void or voidable and Landlord shall not be deemed in default or otherwise liable to be amended Tenant for any claims, damages, or liabilities in connection therewith or by reason thereof, but Tenant shall have no obligation to include pay Basic Monthly Rental or Tenant’s 's Percentage Share of Operating Expenses or Real Property Taxes with respect to the Expansion Space as part until possession of the Expansion Space has been delivered to Tenant. Notwithstanding the foregoing, if Landlord has not delivered possession of the Expansion Space to Tenant on or before April 1, 2001 (the "Expansion Space Delivery Deadline"), Tenant, as its sole remedy, shall have the right to cancel this Amendment by giving written notice of such cancellation to Landlord at any time after the Expansion Space Delivery Deadline and prior to the date Landlord delivers possession of the Expansion Space to Tenant, in which event this Amendment shall be cancelled effective fifteen (15) days after Landlord's receipt of Tenant's cancellation notice, unless Landlord delivers possession of the Expansion Space to Tenant within said fifteen (15) day period. If Tenant so elects to cancel this Amendment, Tenant shall continue to lease the Original Premises for in accordance with the remainder terms and conditions of the Lease Term upon all prior to this Amendment, through the Original Expiration Date or earlier termination of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended pursuant to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this optionterms.

Expansion Space. As used (a) Provided Tenant is not in this paragraphMaterial Default, satisfies the term “Expansion Space” means any space in the Building which, at any time during the Lease Term, is occupied by a Person other than Tenant Leasing Requirement and has given Landlord under a written lease with Landlord, and the term notice (“Tenant’s Expansion Space” means Notice”) of the exercise of each option specified below on the terms and conditions specified below for each option, Tenant will have the option (“Expansion Space which Tenant has elected Option”), subject to the terms of this Section 38 to lease additional space in the Building. Provided that Tenant shall have properly exercised its option for the first and second renewal periods in accordance with the terms of Section 1 and so long as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any Expansion Space is or will become available. Subject to satisfying the prior rights Tenant Occupancy Requirement, upon the expiration of other tenants to whom Landlord has granted substantially similar rightsthe first renewal period and no later than the last day of the third (3rd) full month following the end of the first renewal period (“Delivery Window”), Tenant has shall have the option to lease any one full floor located in the office portion of the Building (“Expansion Space which Space”). To exercise its option under this Section 38, Tenant must deliver to Landlord, at least twelve (12) calendar months prior to the commencement date of the Delivery Window, written notification of Tenant’s non-binding intention to expand the Premises. Within ten (10) Business Days after receipt of Tenant’s notification, Landlord notifies shall notify Tenant is in writing of the termination date (“First Lease Termination Date”) of the earliest to expire of the leases then in effect that would provide Tenant with the Expansion Space. On or will become available. If Tenant gives Landlord notice before the later to occur of its exercise of this option within (i) twelve (12) calendar months prior to the First Lease Termination Date or (ii) thirty (30) days after notification from Landlord notifies Tenant of the availability of the Expansion Space and if no Event of Default exists when Tenant’s notice is givenFirst Lease Termination Date, this Lease will be deemed to be amended to include Tenant must deliver Tenant’s Expansion Space as part of the Premises for the remainder of the Lease Term upon all of the same terms contained in this Lease except that (i) the Rentable Area of the Premises will be amended Notice to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area Landlord of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect election to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease exercise the Expansion Space)Option, or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining in the Lease Term, the Lease Term will election shall be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this optionirrevocable.

Expansion Space. As used in this paragraphLandlord hereby leases to Tenant, and Tenant accepts from Landlord, Expansion Space A and Expansion Space B effective on the term “Expansion Space” means any space in the Building whichSpace A Commencement Date and Expansion Space B Commencement Date, respectively, as such terms are hereinafter defined. With respect to Expansion Space A, Tenant may give Landlord written notice at any time during the Lease Termprior to December 16, is occupied by a Person other than Landlord under a written lease with Landlord1998, and the term “Tenant’s Expansion Space” means Expansion Space which Tenant that it has elected to lease as provided in this paragraph. Landlord agrees to notify Tenant promptly after Landlord learns that any add Expansion Space is or will become available. Subject A to the Premises effective on any date prior rights of other tenants to whom Landlord has granted substantially similar rightsDecember 31, Tenant has 1998, but not sooner than fifteen (15) days after such notice. Effective on the option to lease any date specified in such notice, Expansion Space which Landlord notifies Tenant is or will become availableA shall be added to the Premises and considered part thereof. If Tenant gives does not give such notice specifying a date prior to December 31, 1998, then automatically effective on December 31, 1998 (the earlier of the date so specified or December 31, 1998, the "EXPANSION SPACE A COMMENCEMENT DATE"), without notice or writing of any kind, Expansion Space A shall be added to the Premises and considered part thereof. Upon the Expansion Space A Commencement Date, the Base Rent shall increase by the amount specified of Base Rent attributable to Expansion Space A specified in Article 3 hereof, and additional rent shall increase to reflect the increase in Tenant's Share attributable to Expansion Space A as specified in Article 4 hereof. With respect to Expansion Space B, Tenant may give Landlord written notice of its exercise of this option within thirty at any time prior to September 15, 1999, that it has elected to add Expansion Space A to the Premises effective on any date prior to September 30, 1999, but not sooner than fifteen (3015) days after notification from Landlord such notice. Effective on the date specified in such notice, Expansion Space B shall be added to the Premises and considered part thereof. If Tenant does not give such notice specifying a date prior to September 30, 1999, then automatically effective on September 30, 1999 (the earlier of the availability date so specified or September 30, 1999, the "EXPANSION SPACE B COMMENCEMENT DATE"), without notice or writing of any kind, Expansion Space B shall be added to the Premises and considered part thereof. Upon the Expansion Space and if no Event B Commencement Date, the Base Rent shall increase by the amount specified of Default exists when Tenant’s notice is given, this Lease will be deemed Base Rent attributable to be amended to include Tenant’s Expansion Space as part of B specified in Article 3 hereof, and additional rent shall increase to reflect the Premises for the remainder of the Lease Term upon all of the same terms contained increase in this Lease except that (i) the Rentable Area of the Premises will be amended Tenant's Share attributable to include Tenant’s Expansion Space; (ii) Tenant’s Share will be increased to include the rentable area of Tenant’s Expansion Space; (iii) the Term Commencement Date with respect to Tenant’s Expansion Space will be the earlier of sixty (60) days after the date on which Tenant’s Expansion Space becomes vacant and ready for occupancy (provided that date is at least sixty (60) days after Tenant exercises its option to lease the Expansion Space), or the date on which the Expansion Space is first occupied by Tenant; (iv) if Tenant’s Expansion Space contains a rentable area of 10,000 square feet or more, and if there are less than three (3) Lease Years remaining B as specified in the Lease Term, the Lease Term will be extended to include three (3) full years from the Term Commencement Date with respect to Tenant’s Expansion Space; and (v) subject to adjustment during each Fixed Rental Period as provided in Exhibit E, Basic Rent for each year of the remaining Lease Term (as it may be extended) will be the greater of (a) the Basic Rent last paid by the Person most recently occupying Tenant’s Expansion Space or (b) Market Rent determined as provided in the Rent Rider attached as Exhibit E. If Tenant exercises this option, Tenant’s Expansion Space will be leased to Tenant in its “as is” condition and Tenant will, at its expense and in compliance with the provisions of Section 7.06, design and construct all Improvements desired by Tenant for its use and occupancy. Landlord and Tenant agree to execute such amendments to this Lease and other instruments as either of them considers necessary or desirable to reflect Tenant’s exercise of this optionArticle 4 hereof.