Common use of Expansion Clause in Contracts

Expansion. Effective as of the Expansion Effective Date (as hereinafter defined), the Premises is increased from 15,240 rentable square feet on the third (3rd) floor to 19,043 rentable square feet on the third (3rd) floor by the addition of the Expansion Space. The Lease term for the Expansion Space shall commence on the Expansion Effective Date and end on the Extended Termination Date (as hereinafter defined). The Expansion Space is subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions (which are non-remedial in nature, e.g., other than abatement due to condemnation, casualty, etc.) granted with respect to the Premises unless such concessions are expressly provided for herein with respect to the Expansion Space. A. The Expansion Effective Date shall be the earlier to occur of (i) December 27, 1996 ("Target Expansion Effective Date"), and (ii) the date upon which Landlord's improvement work in the Expansion Space (the "Landlord Work") has been substantially completed; provided, however, that if Landlord shall be delayed in substantially completing the Landlord Work in the Expansion Space as a result of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to furnish information reasonably requested or to respond to any reasonable request by Landlord for any approval or information within any time period prescribed or, if no time period is prescribed, then within two (2) Business Days of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any plans and specifications mutually agreed by Landlord and Tenant; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work (all such work and such persons or entities being subject to the prior approval of Landlord); or 5. Any request by Tenant that Landlord delay the completion of any of Landlord Expansion Work; or 6. Any breach or default by Tenant in the performance of Tenant's obligations under the Lease; or 7. Any delay resulting from Tenant's having taken possession of the Expansion Space for any reason prior to substantial completion of the Landlord Expansion Work; or 8. Any other delay chargeable to Tenant, its agents, employees or independent contractor; or 9. Any other cause reasonably beyond Landlord's control; then, for purposes of determining the Expansion Effective Date, the date of substantial completion shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Delay(s); provided, however, the Expansion Effective Date shall in no event be later than December 27, 1996. Notwithstanding anything herein to the contrary, the Expansion Effective Date will be deferred beyond December 27, 1996 to the extent substantial completion occurs thereafter due to Landlord fault or delay or contractor fault or delay in completing Landlord Work beyond the date submitted in contractor s bid for construction. The Expansion Space shall be deemed to be substantially completed on the date that Landlord's architect reasonably determines that all Landlord Expansion Work has been performed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant's use of the Expansion Space. The adjustment of the Expansion Effective Date, if any, and, accordingly, the postponement of Tenant's obligation to pay Rent on the Expansion Space, shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Expansion Space not being ready for occupancy by Tenant on the Target Expansion Effective Date. B. As of the date of execution of this Second Amendment, the Expansion Space is occupied by Railcar, Ltd., an affiliate of Tenant. Landlord is negotiating with Railcar, Ltd. to relocate it to other space in the Building. The parties hereto agree that if Landlord fails to deliver the Expansion Space on or before the Target Expansion Effective Date as a result of continued occupancy of the Expansion Space by Railcar, Ltd., such delay shall not delay the Expansion Effective Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom; provided however, Tenant shall have no obligation to pay rental on the Expansion Space so long as Railcar, Ltd. is paying rental thereon.

Expansion. Effective as Subject to the terms and conditions set forth --------- herein, LESSEE shall have the option from time to time to lease the space located on the second and third floors of the Expansion Effective Date (as hereinafter defined), building located immediately in front of the building in which the Premises is increased from 15,240 rentable located (such building being hereinafter referred to as "Building B"), but excluding the space currently utilized as the cafeteria (such expansion space is hereinafter referred to as the "Additional Space") upon the same terms and conditions as this Lease except that the term thereof must end, at LESSEE's option, either on March 31, 2004 or the date upon which the Term of this Lease expires. LESSOR shall provide LESSEE with (a) a copy of any letter of intent that is executed with any prospective tenant of the Additional Space (or if no such letter of intent is executed by LESSOR, then a copy of the proposed draft of the lease for such space) or (b) a copy of a negotiated letter of intent with a prospective tenant of the Additional Space with terms that appear to be acceptable to such prospective tenant, together in any event with a notice stating that such notice is delivered pursuant to this Section 18.18. LESSEE shall notify LESSOR, in writing, within ten (10) days of receipt of such notice that LESSEE elects to lease the Additional Space. LESSEE's failure to timely respond in writing shall constitute a waiver of LESSEE's option to lease such space. In the event that LESSOR fails to execute a lease for the Additional Space with such prospective tenant within one hundred twenty (120) days of receipt of such notice by LESSEE, then LESSEE's option shall be reinstated with respect to the Additional Space. In the event that LESSEE elects to lease any Additional Space, LESSEE and LESSOR shall execute and deliver an amendment to the Lease increasing the number of square feet on constituting the third (3rd) floor to 19,043 rentable square feet on the third (3rd) floor Premises by the addition amount of the Expansion Additional Space. The Lease term for , and otherwise subjecting the Expansion Additional Space shall commence on to the Expansion Effective Date and end on the Extended Termination Date (as hereinafter defined). The Expansion Space is subject to all the same terms and conditions of the Lease except as expressly modified herein and except currently in effect, including but not limited to a provision providing that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions (which are non-remedial in nature, e.g., other than abatement due to condemnation, casualty, etc.) granted with respect to Rent for the Premises unless such concessions are expressly provided for herein with respect to the Expansion Space. A. The Expansion Effective Date Additional Space shall be the earlier same rent per square foot as currently in effect under the Lease (as the same may be increased as provided in the Lease). Rent payment for any Additional Space shall begin upon the first to occur of (ia) December 27, 1996 occupancy of such Additional Space by LESSEE for the purposes of conducting business or ("Target Expansion Effective Date")b) 90 days after the exercise by LESSEE of the expansion option. In the event that LESSOR notifies LESSEE of its intention to lease the Additional Space within Building B as provided in this Section 18.18, and the third and fourth floors of the building located immediately in front of Building B (ii) the date upon which Landlord's improvement work in the Expansion Space (the such building is hereinafter referred to as "Landlord WorkBuilding A") has been substantially completed; providedis unleased, however, that if Landlord shall be delayed in substantially completing and the Landlord Work in LESSEE elects not to take the Expansion Additional Space as a result of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to furnish information reasonably requested or to respond to any reasonable request by Landlord for any approval or information within any time period prescribed or, if no time period is prescribedBuilding B, then within two (2) Business Days for the purposes hereof the Additional Space shall thereafter mean the third and fourth floors of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any plans and specifications mutually agreed by Landlord and Tenant; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work (all such work and such persons or entities being subject to the prior approval of Landlord); or 5. Any request by Tenant that Landlord delay the completion of any of Landlord Expansion Work; or 6. Any breach or default by Tenant in the performance of Tenant's obligations under the Lease; or 7. Any delay resulting from Tenant's having taken possession of the Expansion Space for any reason prior to substantial completion of the Landlord Expansion Work; or 8. Any other delay chargeable to Tenant, its agents, employees or independent contractor; or 9. Any other cause reasonably beyond Landlord's control; then, for purposes of determining the Expansion Effective Date, the date of substantial completion shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Delay(s); provided, however, the Expansion Effective Date shall in no event be later than December 27, 1996. Building A. Notwithstanding anything herein to the contrary, in the Expansion Effective Date will be deferred beyond December 27, 1996 to event that the extent substantial completion occurs thereafter due to Landlord fault or delay or contractor fault or delay in completing Landlord Work beyond the date submitted in contractor s bid for construction. The Expansion Space shall be deemed space to be substantially completed on leased to a prospective tenant constitutes all of Building A and Building B, then in order to exercise the date expansion option granted herein, LESSEE must elect to lease all of such space, or in the event that Landlord's architect reasonably determines that the space to be leased to any prospective tenant constitutes all Landlord Expansion Work has been performed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or the Additional Space and any other matterspace within Building A or Building B, then in order or exercise the noncompletion expansion option granted herein, LESSEE must elect to lease all of such space which does not materially interfere with Tenant's use of the Expansion Space. The adjustment of the Expansion Effective Date, if any, and, accordingly, the postponement of Tenant's obligation such prospective tenant proposes to pay Rent on the Expansion Space, shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Expansion Space not being ready for occupancy by Tenant on the Target Expansion Effective Datelease. B. As of the date of execution of this Second Amendment, the Expansion Space is occupied by Railcar, Ltd., an affiliate of Tenant. Landlord is negotiating with Railcar, Ltd. to relocate it to other space in the Building. The parties hereto agree that if Landlord fails to deliver the Expansion Space on or before the Target Expansion Effective Date as a result of continued occupancy of the Expansion Space by Railcar, Ltd., such delay shall not delay the Expansion Effective Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom; provided however, Tenant shall have no obligation to pay rental on the Expansion Space so long as Railcar, Ltd. is paying rental thereon.

Expansion. Effective as As of the Expansion Effective Date (as hereinafter defined), the Premises Premises, as defined in the Lease, is increased from 15,240 3,585 rentable square feet on the third level forty-two (3rd42) floor to 19,043 5,135 rentable square feet on the third level forty-two (3rd42) floor by the addition of the Expansion Space, and from and after the Expansion Effective Date, the Original Premises and the Expansion Space, collectively, shall be deemed the Premises, as defined in the Lease. The Lease term Term for the Expansion Space shall commence on the Expansion Effective Date and end on the Extended Termination Date (as hereinafter defined). The Expansion Space is subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions (which are non-remedial in nature, e.g., other than abatement due to condemnation, casualty, etc.) granted with respect to the Original Premises unless such concessions are expressly provided for herein with respect to the Expansion Space. A. The Expansion Effective Date shall be the earlier later to occur of (i) December 27April 1, 1996 1998 ("Target Expansion Effective Date"), and (ii) the date upon which Landlord's improvement work in the Expansion Space (the "Landlord Work") has been substantially completed; provided, however, that if Landlord shall be delayed in substantially completing the Landlord Work Landlord's work in the Expansion Space as a result of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to furnish information reasonably requested or to respond to any reasonable request by Landlord for any approval or information within any time period prescribed or, if no time period is prescribed, then within two (2) Business Days of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any plans and specifications mutually agreed by Landlord and Tenantspecifications; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work (all such work and such persons or entities being subject to the prior approval of Landlord); or 5. Any request by Tenant that Landlord delay the completion of any of Landlord Expansion Workthe Landlord's work; or 6. Any breach or default by Tenant in the performance of Tenant's obligations under this Amendment or the Lease; or 7. Any delay resulting from Tenant's having taken possession of the Expansion Space for any reason prior to substantial completion of the Landlord Expansion WorkLandlord's work; or 8. Any other delay chargeable to Tenant, its agents, employees or independent contractor; or 9. Any other cause reasonably beyond Landlord's controlcontractors; then, for purposes of determining the Expansion Effective Date, the date of substantial completion shall be deemed to be the day that said Landlord Work Landlord's work would have been substantially completed absent any such Delay(s); provided, however, the Expansion Effective Date shall in no event be later than December 27, 1996. Notwithstanding anything herein to the contrary, the Expansion Effective Date will be deferred beyond December 27, 1996 to the extent substantial completion occurs thereafter due to Landlord fault or delay or contractor fault or delay in completing Landlord Work beyond the date submitted in contractor s bid for construction. The Expansion Expansion, Space shall be deemed to be substantially completed on the date that Landlord's architect the Landlord reasonably determines that all Landlord Expansion Work Landlord's work has been performed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant's use of the Expansion Space. The adjustment of the Expansion Effective Date, if any, Date and, accordingly, the postponement of Tenant's obligation to pay Rent on the Expansion Space, Space shall be Tenant's sole remedy and shall constitute full settlement Settlement of all claims that Tenant might otherwise have against Landlord by reason of the Expansion Space not being ready for occupancy by Tenant on the Target Expansion Effective Date. B. As In addition to the postponement, if any, of the date of execution of this Second Amendment, the Expansion Space is occupied by Railcar, Ltd., an affiliate of Tenant. Landlord is negotiating with Railcar, Ltd. to relocate it to other space in the Building. The parties hereto agree that if Landlord fails to deliver the Expansion Space on or before the Target Expansion Effective Date as a result of continued occupancy the applicability of Paragraph I.A. of this Amendment, the Expansion Effective Date shall be delayed to the extent Landlord fails to deliver possession of the Expansion Space for any other reason (other than Delays by RailcarTenant), Ltd.including but not limited to, holding over by prior occupants. Any such delay shall not delay in the Expansion Effective Date nor shall it not subject Landlord to any liability for any loss or damage resulting therefrom; provided however, Tenant shall have no obligation to pay rental on . If the Expansion Space so long Effective Date is delayed, the Extended Termination Date (as Railcar, Ltd. is paying rental thereonhereinafter defined) shall be similarly extended.

Expansion. Effective The Unit Area may, when practicable, be expanded to include therein any additional Tract or Tracts regarded as reasonably necessary or advisable for the purposes of this agreement. Such expansion shall be effected in the following manner. (a) The Working Interest Owner or Owners of a Tract or Tracts desiring to bring such Tract or Tracts into the Unit Area shall file an application therefor with Unit Operator requesting such admission. (b) Unit Operator shall circulate a notice of the proposed expansion to each Working Interest Owner in the tract or tracts proposed to be included in the Unit and/or affected by the proposed expansion setting out the basis for admission, the Tract Participation proposed to be allocated to such Tract or Tracts, and other pertinent data. After negotiation (at Working Interest Owners' meeting or otherwise) if Working Interest Owners having a combined Phase II Unit Participation of ninety percent (90%) or more have agreed to such Tract or Tracts being brought into the Unit Area, then Unit Operator shall, after preliminary concurrence by the Commissioner and the Commission: (1) Prepare a notice of proposed expansion describing the contemplated changes in the boundaries of the Unit Area, the reason therefor, the basis for admission of the additional Tract or Tracts, the Tract Participation to be allocated thereto, and the proposed effective date thereof; and (2) Furnish copies of said notice to the Commissioner and the Division, each Working Interest Owner and to the lessee and lessor whose interests are proposed to be committed, advising such parties that thirty (30) days will be allowed for submission to the Unit Operator of any objections to such proposed expansion; and (3) File, upon the expiration of said thirty-day period as set out in Subsection (2) immediately above, with the Commissioner and Division the following: (a) Evidence of mailing copies of said notice of expansion; (b) An application for such expansion; (c) An instrument containing the appropriate joinders in compliance with the qualification requirements of Section 13, Tracts Qualified for Unit Participation, infra; and (d) Copies of any objections received. The expansion shall, after due consideration of all pertinent information and upon approval by the Commissioner and Division, become effective as of the Expansion Effective Date (as hereinafter defined), date prescribed in the Premises is increased from 15,240 rentable square feet on the third (3rd) floor to 19,043 rentable square feet on the third (3rd) floor by the addition notice thereof. The revised Tract Participation of the Expansion Spacerespective Tracts included within the Unit Area prior to such enlargement shall remain in the same ratio one to another. The Lease term for There shall never be any retroactive allocation or adjustment of operating expenses or of interest in the Expansion Space shall commence on Unitized Substances produced (or the Expansion Effective Date and end on the Extended Termination Date (as hereinafter defined). The Expansion Space is subject to all the terms and conditions proceeds of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions (which are non-remedial in nature, e.g., other than abatement due to condemnation, casualty, etc.sale thereof) granted with respect to by reason of an expansion of the Premises unless such concessions are expressly provided for herein with respect to the Expansion Space. A. The Expansion Effective Date shall be the earlier to occur of (i) December 27, 1996 ("Target Expansion Effective Date"), and (ii) the date upon which Landlord's improvement work in the Expansion Space (the "Landlord Work") has been substantially completedUnit Area; provided, however, that if Landlord this limitation shall be delayed in substantially completing the Landlord Work in the Expansion Space as a result of the occurrence of not prevent any of the following (a "Delay"): 1. Tenant's failure to furnish information reasonably requested or to respond to any reasonable request by Landlord for any approval or information within any time period prescribed or, if no time period is prescribed, then within two (2) Business Days of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any plans and specifications mutually agreed by Landlord and Tenant; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work (all such work and such persons or entities being subject to the prior approval of Landlord); or 5. Any request by Tenant that Landlord delay the completion of any of Landlord Expansion Work; or 6. Any breach or default by Tenant in the performance of Tenant's obligations under the Lease; or 7. Any delay resulting from Tenant's having taken possession of the Expansion Space for any reason prior to substantial completion of the Landlord Expansion Work; or 8. Any other delay chargeable to Tenant, its agents, employees or independent contractor; or 9. Any other cause reasonably beyond Landlord's control; then, for purposes of determining the Expansion Effective Date, the date of substantial completion shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Delay(s); provided, however, the Expansion Effective Date shall in no event be later than December 27, 1996. Notwithstanding anything herein to the contrary, the Expansion Effective Date will be deferred beyond December 27, 1996 to the extent substantial completion occurs thereafter due to Landlord fault or delay or contractor fault or delay in completing Landlord Work beyond the date submitted in contractor s bid for construction. The Expansion Space shall be deemed to be substantially completed on the date that Landlord's architect reasonably determines that all Landlord Expansion Work has been performed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant's use of the Expansion Space. The adjustment of the Expansion Effective Date, if any, and, accordingly, the postponement of Tenant's obligation to pay Rent on the Expansion Space, shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord investment necessitated by reason of the Expansion Space not being ready for occupancy by Tenant on the Target Expansion Effective Datesuch expansion. B. As of the date of execution of this Second Amendment, the Expansion Space is occupied by Railcar, Ltd., an affiliate of Tenant. Landlord is negotiating with Railcar, Ltd. to relocate it to other space in the Building. The parties hereto agree that if Landlord fails to deliver the Expansion Space on or before the Target Expansion Effective Date as a result of continued occupancy of the Expansion Space by Railcar, Ltd., such delay shall not delay the Expansion Effective Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom; provided however, Tenant shall have no obligation to pay rental on the Expansion Space so long as Railcar, Ltd. is paying rental thereon.

Expansion. Effective as of the Expansion Effective Date (as hereinafter defined), the Premises is increased from 15,240 11,357 rentable square feet on the third (3rd) 16th floor to 19,043 15,017 rentable square feet described as Suite No(s). 1616 and 1625 on the third (3rd) 16th floor by the addition of the Expansion Space. The Lease lease term for the Expansion Space shall commence on the Expansion Effective Date and end on the Extended Termination Date (as hereinafter defined). The Expansion Space is subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions (which are non-remedial in nature, e.g., other than abatement due to condemnation, casualty, etc.) granted with respect to the Premises unless such concessions are expressly provided for herein with respect to the Expansion Space. A. The Expansion Effective Date shall be the earlier later to occur of (i) December 27April 15, 1996 1994 ("Target Expansion Effective Date"), and or (ii) the date upon which Landlord's improvement work in the Expansion Space (the "Landlord Work") has been substantially completed; provided, however, that if Landlord shall be delayed in substantially completing the Landlord Work Landlord's work in the Expansion Space as a result of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to furnish information reasonably requested or to respond to any reasonable request by Landlord for any approval or information within any time period prescribed or, if no time period is prescribed, then within two (2) Business Days of such request; : or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay provided, however. Landlord agrees that the materials. finishes and installations set forth in the plans shall not cause a Delay; : or 3. Changes in any plans and specifications mutually agreed by Landlord and Tenantspecifications; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work (all such work and such persons or entities being subject to the prior approval of Landlord); or 5. Any request by Tenant that Landlord delay the completion of any of Landlord Expansion Workthe Landlord's work; or 6. Any breach or default by Tenant in the performance of Tenant's obligations under this Amendment or the Lease; or 7. Any delay resulting from Tenant's having taken possession of the Expansion Space for any reason prior to substantial completion of the Landlord Expansion WorkLandlord's work; or, except as required during construction; or 8. Any other delay delay, except as approved by Landlord, chargeable to Tenant, its agents, employees or independent contractorcontractors; or 9. Any other cause reasonably beyond Landlord's control; then, for purposes of determining the Expansion Effective Date, the date of substantial completion shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Delay(s); provided, however, the Expansion Effective Date shall in no event be later than December 27, 1996. Notwithstanding anything herein to the contrary, the Expansion Effective Date will be deferred beyond December 27, 1996 to the extent substantial completion occurs thereafter due to Landlord fault or delay or contractor fault or delay in completing Landlord Work beyond the date submitted in contractor s bid for construction. The Expansion Space shall be deemed to be substantially completed on the date that Landlord's architect reasonably determines that all Landlord Expansion Work has been performed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant's use of the Expansion Space. The adjustment of the Expansion Effective Date, if any, and, accordingly, the postponement of Tenant's obligation to pay Rent on the Expansion Space, shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Expansion Space not being ready for occupancy by Tenant on the Target Expansion Effective Date. B. As of the date of execution of this Second Amendment, the Expansion Space is occupied by Railcar, Ltd., an affiliate of Tenant. Landlord is negotiating with Railcar, Ltd. to relocate it to other space in the Building. The parties hereto agree that if Landlord fails to deliver the Expansion Space on or before the Target Expansion Effective Date as a result of continued occupancy of the Expansion Space by Railcar, Ltd., such delay shall not delay the Expansion Effective Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom; provided however, Tenant shall have no obligation to pay rental on the Expansion Space so long as Railcar, Ltd. is paying rental thereon.

Expansion. Effective as The above described Unit Area may, with the approval of the Expansion Effective Date (A.O. and the Land Commissioner, when practicable be expanded to include therein any additional Tract or Tracts regarded as hereinafter defined), the Premises is increased from 15,240 rentable square feet on the third (3rd) floor to 19,043 rentable square feet on the third (3rd) floor by the addition of the Expansion Space. The Lease term reasonably necessary or advisable for the Expansion Space shall commence on the Expansion Effective Date and end on the Extended Termination Date (as hereinafter defined). The Expansion Space is subject to all the terms and conditions purposes of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions (which are non-remedial in nature, e.g., other than abatement due to condemnation, casualty, etc.) granted with respect to the Premises unless such concessions are expressly provided for herein with respect to the Expansion Space. A. The Expansion Effective Date shall be the earlier to occur of (i) December 27, 1996 ("Target Expansion Effective Date"), and (ii) the date upon which Landlord's improvement work in the Expansion Space (the "Landlord Work") has been substantially completed; this Agreement provided, however, that if Landlord in such expansion there shall be delayed in substantially completing the Landlord Work no retroactive allocation or adjustment of Unit Expense or of interests in the Expansion Space as a result of the occurrence of any of the following Unitized Substances produced, or proceeds thereof. Pursuant to Subsection (a "Delay"): 1. Tenant's failure to furnish information reasonably requested or to respond to any reasonable request by Landlord for any approval or information within any time period prescribed or, if no time period is prescribed, then within two (2) Business Days of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any plans and specifications mutually agreed by Landlord and Tenant; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work (all such work and such persons or entities being subject to the prior approval of Landlordb); or 5. Any request by Tenant that Landlord delay the completion of any of Landlord Expansion Work; or 6. Any breach or default by Tenant in the performance of Tenant's obligations under the Lease; or 7. Any delay resulting from Tenant's having taken possession of the Expansion Space for any reason prior to substantial completion of the Landlord Expansion Work; or 8. Any other delay chargeable to Tenant, its agents, employees or independent contractor; or 9. Any other cause reasonably beyond Landlord's control; then, for purposes of determining the Expansion Effective Date, the date of substantial completion shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Delay(s); provided, however, the Expansion Effective Date shall in no event be later than December 27, 1996. Notwithstanding anything herein to the contrary, the Expansion Effective Date will be deferred beyond December 27, 1996 to the extent substantial completion occurs thereafter due to Landlord fault or delay or contractor fault or delay in completing Landlord Work beyond the date submitted in contractor s bid for construction. The Expansion Space shall be deemed to be substantially completed on the date that Landlord's architect reasonably determines that all Landlord Expansion Work has been performed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant's use of the Expansion Space. The Working Interest Owners may agree upon an adjustment of the Expansion Effective Date, if any, and, accordingly, the postponement of Tenant's obligation to pay Rent on the Expansion Space, shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord investment by reason of the Expansion Space not being ready for occupancy by Tenant on expansion. Such expansion shall be effected in the Target Expansion Effective Datefollowing manner: (a) The Working Interest Owner or Owners of a Tract or Tracts desiring to bring such Tract or Tracts into this unit, shall file an application therefor with Unit Operator requesting such admission. B. As (b) Unit Operator shall circulate a notice of the proposed expansion to each Working Interest Owner in the Unit Area and in the Tract proposed to be included in the unit, setting out the basis for admission, the Tract Participation to be assigned to each Tract in the enlarged Unit Area and other pertinent data. After negotiation (at Working Interest Owners' meeting or otherwise) if at least three Working Interest Owners having in the aggregate seventy-five percent (75%) of the Unit Participation then in effect have agreed to inclusion of such Tract or Tracts in the Unit Area, then Unit Operator shall: 1. After obtaining preliminary concurrence by the A.O. and Land Commissioner, prepare a notice of proposed expansion describing the contemplated changes in the boundaries of the Unit Area, the reason therefor, the basis for admission of the additional Tract or Tracts, the Tract Participation to be assigned thereto and the proposed effective date thereof; and 2. Deliver copies of said notice to Land Commissioner, the A.O. at the proper BLM Office, each Working Interest Owner and to the last known address of each lessee and lessor whose interests are affected, advising such parties that thirty (30) days will be allowed for submission to the Unit Operator of any objection to such proposed expansion; and 3. File, upon the expiration of said thirty (30) day period as set out in (2) immediately above with the Land Commissioner and A. O. the following: (a) evidence of mailing or delivering copies of said notice of expansion; (b) an application for approval of such expansion; (c) an instrument containing the appropriate joinders in compliance with the participation requirements of Section 14, and Section 34, infra; and (d) a copy of all objections received along with the Unit Operator's response thereto. The expansion shall, after due consideration of all pertinent information and approval by the Land Commissioner and the A.O., become effective as of the date of execution of this Second Amendment, the Expansion Space is occupied by Railcar, Ltd., an affiliate of Tenant. Landlord is negotiating with Railcar, Ltd. to relocate it to other space prescribed in the Buildingnotice thereof, preferably the first day of the month subsequent to the date of notice. The parties hereto agree that if Landlord fails to deliver the Expansion Space on or before the Target Expansion Effective Date as a result of continued occupancy revised Tract Participation of the Expansion Space by Railcar, Ltd., respective Tracts included within the Unit Area prior to such delay enlargement shall not delay remain the Expansion Effective Date nor shall it subject Landlord same ratio one to any liability for any loss or damage resulting therefrom; provided however, Tenant shall have no obligation to pay rental on the Expansion Space so long as Railcar, Ltd. is paying rental thereonanother.

Expansion. Effective as Landlord contemplates the possibility of an expansion (laterally and/or vertically) of the Expansion Effective Date Shopping Center. If Landlord shall proceed as aforesaid (as hereinafter definedwhich Landlord shall be permitted to do), then Landlord may elect either of the Premises is increased from 15,240 rentable square feet following procedures: (a) To exclude all real estate taxes on the third (3rd) land and buildings of said expansion area as well as all common area maintenance charges with respect to said expansion from proratable charges in which Tenant is required to participate, in which case the square footage of floor to 19,043 rentable square feet area of the buildings on the third expansion area shall be excluded from the denominator in computing Tenant’s share of taxes and common area maintenance charges hereunder; or (3rdb) To include all real estate taxes and common area maintenance charges on the expansion area in the charges to be prorated pursuant to the terms of this lease, in which case the square footage of floor area of buildings on the expansion area shall be included in said denominator to the extent provided in Sections 7.3 and 8.3 hereof. Landlord agrees to notify Tenant as to which of the foregoing procedures Landlord elects to follow, which notice shall be sent to Tenant within a reasonable time after said expansion has been completed. In either of the foregoing events if the said expansion area includes a Major Store as aforesaid, then and in that event the minimum rent payable under this lease shall be increased, from and after the date that said Major Store shall first open for business, by ten percent (10%); and the parties agree to execute a supplemental instrument memorializing said increase and the date of its commencement. As aforesaid, as part of such an expansion, Landlord may in the future add or, to the extent then existing, expand or otherwise modify, a second level above one or more of the one-story buildings at Warwick Mall. Landlord shall be permitted so to do subject, however, to the following provisions: (1) If any such expansion involves the addition of above the Expansion Space. The Lease term for demised premises and would in any manner affect the Expansion Space demised premises, all expenses involved in such physical aspects shall commence on the Expansion Effective Date be borne by Landlord, and end on the Extended Termination Date (as hereinafter defined). The Expansion Space is subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled put to receive any allowancesexpense by reason thereof. (2) If entry into the demised premises is required in connection with construction work for any vertical or horizontal expansion, abatements Landlord agrees that it will attempt to do such work within the demised premises at such times and in such manner so as to reduce to a feasible minimum the interference with Tenant’s use and occupancy of its premises. Landlord will also, in such case, attempt to box-in any working areas of the demised premises to be utilized for said work with dust-proof partitions so as to enable Tenant to continue in business to the maximum extent possible. (3) If entry into the demised premises is required, Landlord agrees that, subject to the provisions of Section 16.3 hereof, Landlord shall be responsible for any damage to Tenant’s property which can be established by Tenant to have been caused directly by Landlord’s entry and work as aforesaid; but Landlord shall not be responsible for any consequential damages in any event. (4) There shall be a fair and equitable abatement of minimum rent and other charges for each business day during which Tenant’s use of its premises is interfered with, due regard being given to the extent to which Tenant is required to curtail, reduce, or close down its operations by reason thereof. Furthermore, if Landlord decides to expand, remodel or reconfigure Warwick Mall (but Landlord agrees not to invoke these relocation provisions solely in order to combine the demised premises with other financial concessions (which are non-remedial Major Store premises for use by another mall store tenant) and Landlord determines that the same would require that the area in naturewhich the demised premises are located be changed in any manner, e.g.then and in that event, other Landlord shall notify Tenant thereof and in such notice shall specify an effective date, if applicable in accordance with the following provisions, of a shift in location of the demised premises, which effective date shall not be sooner than abatement due ninety (90) days after the date of such notice. In such event, Landlord and Tenant shall attempt in good faith to condemnation, casualty, etc.agree upon a suitable new location (if any is available) granted with respect for Tenant’s store (“New Premises”) in the original or expansion area of the mall building of the Shopping Center which New Premises are comparable in size and mall frontage to the original demised premises hereunder. If so available, Landlord shall designate such New Premises unless within the “footprint” of the area shown on Sheet 2 of Exhibit “A” hereto as the “Relocation Area”; and if Landlord so designates such concessions are expressly provided for herein with respect to New Premises within said Relocation Area footprint, then Tenant shall accept same and the Expansion Space. A. The Expansion Effective Date demised premises shall be shifted into same subject to and in accordance with the earlier following provisions of this section; if Landlord shall in good faith determine that it cannot offer any available such space to occur Tenant within the Relocation Area, then Landlord may offer to Tenant such New Premises (if available) in another location but Tenant shall not be required to accept a relocation into such New Premises outside of the Relocation Area. If Landlord and Tenant agree on a new location in accordance with the foregoing, they shall enter into an amendment to this lease (i“Amendment”) December 27which shall set forth the shift in location of the demised premises into the New Premises as of the aforesaid effective date. In such event: (a) this lease shall be amended by the Amendment to be for a term approximating in length the original term hereof (that is, 1996 expiring seven ("Target Expansion Effective 7) years after the effective date of the shift into the New Premises; (b) minimum rent under this lease shall be amended by the Amendment to be at the same per square foot rate as originally set forth in this lease for the period through the original expiration date of the term set forth in Section 1.1 (the “Original Expiration Date"”) and minimum rent shall be increased by $3.33 per square foot per annum every two (2) years for the balance of the term after the Original Expiration Date; (c) Tenant will remodel the New Premises and otherwise prepare to and open for business in the New Premises (subject only to force majeure delays in so doing) by the aforesaid effective date of the shift, in accordance with the provisions of ARTICLES III and VI of this lease (all as if the New Premises were the original demised premises and the effective date of the shift were the term commencement date); and (d) Tenant shall vacate the original demised premises and deliver possession thereof to Landlord, on or before the aforesaid effective date of the shift, in the condition required as at the end of the term hereof. In the event of such a shift in location and execution of the Amendment as specified above, Landlord agrees that if (a) Tenant shall not then be in default under this lease (and, without limitation, shall have vacated the original demised premises leaving the same in the condition required as at the end of the term, and shall have opened for business in the New Premises), and (iib) Tenant shall have certified to Landlord the amount of “Tenant’s Leasehold Improvement Costs” (as defined below), and furnished Landlord with such certification and reasonable back-up (such as paid invoices and the like) as Landlord may request confirming the same not later than sixty (60) days after the original commencement date of the term of this lease, then it shall be a condition of the effectiveness of such shift in location that Landlord pay to Tenant, within thirty (30) days after satisfaction of the foregoing conditions, an amount equal to the then unamortized portion of Tenant’s Leasehold Improvement Costs, amortized on a straight-line basis over the original term of this lease. In addition, Landlord shall thereupon reimburse Tenant an amount equal to Tenant’s reasonable costs paid by Tenant to third parties (as likewise confirmed to Landlord’s reasonable satisfaction) for physically moving from the original demised premises to the New Premises Tenant’s inventory and any other personal property to be sold from or used in its operations in the New Premises. In the event that Landlord makes any such election but no agreement is reached to shift the location of the demised premises or such Amendment is not signed within thirty (30) days after Tenant’s receipt of Landlord’s notice of its election, Landlord shall have the right to terminate this lease by giving Tenant notice of Landlord’s desire to do so prior to the execution of such Amendment. If Landlord shall give Tenant such termination notice, this lease shall terminate as of the termination date specified in such notice, which date shall not be sooner than sixty (60) days after the date upon which Landlord's improvement work in of such notice. Such termination shall have the Expansion Space (same force and effect as if the "Landlord Work") has been substantially completeddate so stipulated was the date originally established as the expiration date of the term hereof; provided, however, that if within thirty (30) days after the effectiveness of such termination and the execution and delivery by Tenant to Landlord of a recordable instrument satisfactory to Landlord for the purpose of confirming such termination of this lease, and the payment of all charges hereunder payable by Tenant and vacating by Tenant of the demised premises in accordance with all applicable provisions of this lease — Landlord shall pay to Tenant an amount equal to the then unamortized portion of Tenant’s Leasehold Improvement Costs determined and certified to Landlord within sixty (60) days after the original term commencement date, and amortized, all as aforesaid. The foregoing provisions of this Section shall not be delayed in substantially completing the Landlord Work in the Expansion Space as a result construed to confer upon Tenant any so-called option, right of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to furnish information reasonably requested refusal or other right, or to respond to impose upon Landlord any reasonable request by Landlord for any approval or information within any time period prescribed or, if no time period is prescribed, then within two (2) Business Days of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any plans and specifications mutually agreed by Landlord and Tenant; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work (all such work and such persons or entities being subject to the prior approval of Landlord); or 5. Any request by Tenant that Landlord delay the completion of any of Landlord Expansion Work; or 6. Any breach or default by Tenant in the performance of Tenant's obligations under the Lease; or 7. Any delay resulting from Tenant's having taken possession of the Expansion Space for any reason prior to substantial completion of the Landlord Expansion Work; or 8. Any other delay chargeable to Tenant, its agents, employees or independent contractor; or 9. Any other cause reasonably beyond Landlord's control; then, for purposes of determining the Expansion Effective Date, the date of substantial completion shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Delay(s); provided, however, the Expansion Effective Date shall in no event be later than December 27, 1996. Notwithstanding anything herein to the contrary, the Expansion Effective Date will be deferred beyond December 27, 1996 to the extent substantial completion occurs thereafter due to Landlord fault or delay or contractor fault or delay in completing Landlord Work beyond the date submitted in contractor s bid for construction. The Expansion Space shall be deemed to be substantially completed on the date that Landlord's architect reasonably determines that all Landlord Expansion Work has been performed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant's use of the Expansion Space. The adjustment of the Expansion Effective Date, if any, and, accordingly, the postponement of Tenant's obligation to pay Rent on the Expansion Space, shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Expansion Space not being ready for occupancy by Tenant on the Target Expansion Effective Dateexcept as expressly hereinabove set forth. B. As of the date of execution of this Second Amendment, the Expansion Space is occupied by Railcar, Ltd., an affiliate of Tenant. Landlord is negotiating with Railcar, Ltd. to relocate it to other space in the Building. The parties hereto agree that if Landlord fails to deliver the Expansion Space on or before the Target Expansion Effective Date as a result of continued occupancy of the Expansion Space by Railcar, Ltd., such delay shall not delay the Expansion Effective Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom; provided however, Tenant shall have no obligation to pay rental on the Expansion Space so long as Railcar, Ltd. is paying rental thereon.