Common use of Third Expansion Option Clause in Contracts

Third Expansion Option. Provided no material Default shall have occurred and be continuing (it being understood that a Default in the payment of Rent in excess of an amount equal to one month’s Net Rent and Additional Rent then due and owing hereunder shall in any event be deemed a “material” Default for purposes of the foregoing), this Lease shall be in full force and effect and Tenant’s right of possession shall have not been terminated, and subject to the terms and provisions of this Article 34, Tenant shall have the one-time option (the “Third Expansion Option”) to expand the Premises to include all of the Rentable Area on one (1) floor of the Building. Such one (1) floor shall be: (i) the 21st floor of the Building, if Tenant shall not have exercised the Pre-Term Expansion Option under Paragraph 34(A) relative to the 23rd floor; or (ii) the 20th floor of the Building, if Tenant shall have exercised the Pre-Term Expansion Option under Paragraph 34(A) relative to the 23rd floor; (such one (1) floor determined in accordance with the foregoing provisions is referred to herein as the “Third Expansion Premises”) in each case, to the extent that such floor (or any portion thereof) is not, at the time of the exercise of Tenant’s Third Expansion Option, leased by Tenant as First Proposal Space or Accepted Offer Space pursuant to Paragraphs 34(M) or 34(N) (respectively) below. In the event that, at the time of the exercise of Tenant’s Third Expansion Option, all or any portion of the space located on a floor that would have constituted the Third Expansion Premises is being leased by Tenant as First Proposal Space pursuant to Paragraph 34(M) below or Accepted Offer Space pursuant to Paragraph 34(N) below, then: (x) Tenant shall have no right to exercise Tenant’s Third Expansion Option as to the space on such floor so leased by Tenant as First Proposal Space or Accepted Offer Space (as applicable), and (y) Tenant shall have the right to exercise Tenant’s Third Expansion Option as to all (but not less than all) of the space on such floor which is not so leased by Tenant as First Proposal Space or Accepted Offer Space (as applicable), as provided in this Paragraph 34(D). Tenant shall exercise the Third Expansion Option, if at all, by delivering to Landlord written notice of such exercise (the “Third Expansion Notice”) on or before January 1, 2016 (the “Third Expansion Notice Deadline”). If Tenant fails to deliver the Third Expansion Notice by the Third Expansion Notice Deadline, Tenant shall be deemed to have waived its Third Expansion Option. Landlord shall also have the right to substitute a different floor in the high-rise portion of the Building in accordance with Paragraph 34(L)(i) below. Within ten (10) Business Days after Landlord’s receipt of the Third Expansion Notice, Landlord shall notify Tenant of the date (the “Scheduled Third Expansion Delivery Date”) on which Landlord intends to deliver possession of the Third Expansion Premises to Tenant, which date shall not be earlier than January 1, 2017, nor later than April 1, 2017; and in the event Landlord has elected to substitute a floor as the Third Expansion Premises, as provided in the preceding sentence, then such notice shall also set forth the floor so designated.

Third Expansion Option. (a) Provided no material Default shall have occurred and be continuing that on the date Tenant exercises the Third Expansion Option (it being understood that a Default in the payment of Rent in excess of an amount equal to one month’s Net Rent and Additional Rent then due and owing hereunder shall in any event be deemed a “material” Default for purposes of the foregoing), i) this Lease shall be in full force and effect and Tenant’s right of possession shall have has not been terminated, (ii) Landlord has not delivered to Tenant a notice electing to terminate this Lease in accordance with Section 6.05 which remains in effect and subject to the terms and provisions (iii) Tenant is a Coach Tenant or a successor of a Coach Tenant by assignment of this Lease in accordance with Article 345, Tenant shall have the one-time option (the “Third Expansion Option”) to expand the Premises to include all lease a single portion of the Rentable Area on one (1) 24th floor of the Building. Such one Building designated by Landlord in the Third ES Response Notice (1as defined below) floor which shall be: (i) the 21st floor consist of approximately 50% of the Building, if Tenant shall not have exercised the Pre-Term Expansion Option under Paragraph 34(A) relative to the 23rd floor; or rentable square footage of such floor (ii) the 20th floor of the Building, if Tenant shall have exercised the Pre-Term Expansion Option under Paragraph 34(A) relative to the 23rd floor; (such one (1) floor determined in accordance with the foregoing provisions is referred to herein as the “Third Expansion PremisesSpace”) in each case, to the extent that such floor (or any portion thereof) is not, at the time ). The approximately 50% of the exercise of Tenant’s Third Expansion Option, leased by Tenant as First Proposal Space or Accepted Offer Space pursuant to Paragraphs 34(M) or 34(N) (respectively) below. In the event that, at the time rentable square footage of the exercise of Tenant’s Third Expansion Option, all or any portion 24th floor of the space located on a floor that would have constituted Building designated by Landlord in the Third ES Response Notice to be included in the Third Expansion Premises is being leased by Tenant as First Proposal Space pursuant to Paragraph 34(Mshall (A) below be configured in a commercially reasonable manner, (B) constitute a marketable unit of space, (C) have entry doors at the elevator lobby and (D) be a continuous unit of space without any barriers or Accepted Offer Space pursuant to Paragraph 34(N) belowpartitions within such space; the remaining rentable square footage of such floor shall be configured in a commercially reasonable manner, then: (x) Tenant shall constitute a marketable unit of space and have no right to exercise Tenant’s entry doors at the elevator lobby. The Third Expansion Option as to the space on such floor so leased shall be exercisable by Tenant as First Proposal Space or Accepted Offer Space (as applicable), and (y) Tenant shall have the right to exercise Tenant’s Third Expansion Option as to all (but not less than all) of the space on such floor which is not so leased by Tenant as First Proposal Space or Accepted Offer Space (as applicable), as provided in this Paragraph 34(D). Tenant shall exercise the Third Expansion Option, if at all, by delivering to giving Landlord written notice of such exercise thereof (the “Third Expansion Notice”) on or before January prior to December 1, 2016 2029 (time being of the “Third Expansion Notice Deadline”essence). . (b) If Tenant fails to deliver the Third Expansion Notice by the Third Expansion Notice Deadline, Tenant shall be deemed to have waived its Third Expansion Option. Landlord shall also have the right to substitute a different floor in the high-rise portion of the Building in accordance with Paragraph 34(L)(i) below. Within ten (10) Business Days after Landlord’s receipt of timely gives the Third Expansion Notice, Landlord shall notify Tenant then (i) on or before the later of (x) the date (that is 90 days after the “Scheduled Third Expansion Delivery Date”) on which Landlord intends to deliver possession giving of the Third Expansion Notice and (y) the date that is 270 days before the first day of the Third ES Delivery Period, Landlord shall give to Tenant a notice (the “Third ES Response Notice”) designating (A) the date during the Third ES Delivery Period on which Landlord expects that the Third Expansion Space will become Available, subject to holdover by the existing occupant and Unavoidable Delay (such date, the “Anticipated Third ES Inclusion Date”) and (B) the rentable square footage and location on the 24th floor of the Building of the Third Expansion Space and (ii) subject to Section 10.03(d) below, on the Third ES Inclusion Date, the Third Expansion Space shall become part of the Office Premises and the Premises, without any further act on the part of Landlord or Tenant and upon all of the terms and conditions of this Lease applicable to the Office Premises, except that, from and after the Third ES Inclusion Date: (i) Fixed Rent shall be increased by the Third ES Fair Market Rent for the Third Expansion Space and the rentable square footage of the Premises shall be adjusted by adding the rentable square footage of the Third Expansion Space (which shall be determined in accordance with the Measurement Standard); (ii) Each of Tenant’s Tax Share and Tenant’s Operating Share shall be appropriately increased (provided that the method of calculating the numerator shall be the same as the method of calculating the denominator at such time of calculation); (iii) Tenant shall be entitled to any rent abatement and/or work allowance determined in accordance with Section 10.03(f) below; and (iv) Other than as expressly set forth in Section 10.03(a) and this Section 10.03(b), which date Landlord shall not be earlier than January 1required to perform any work, 2017to pay any other work allowance or any other amount, nor later than April 1, 2017; and in or to render any services to make the event Landlord has elected to substitute a floor as Building or the Third Expansion PremisesSpace ready for Tenant’s use or occupancy or to provide any abatement of Fixed Rent or Additional Charges, provided that, unless otherwise agreed by Tenant, Landlord shall deliver such space in shell-and-core form and such space shall include, at a minimum, the core bathroom finishes and all foundations, columns, girders, beams, supports, and all support and other features necessary for the installation of raised flooring, as provided in constructed and existing therein on the preceding sentence, then such notice shall also set forth the floor so designateddate hereof.

Third Expansion Option. Provided no material Default (A) On the condition that (i) Tenant shall have occurred properly exercised the Second Expansion Option, (ii) the initial Tenant named herein has not assigned this Lease (except for an assignment to a Permitted Transferee pursuant to Section 6.2.1) and be continuing (it being understood that a Default in the payment of Rent in excess of an amount equal to one month’s Net Rent and Additional Rent then due and owing hereunder shall in any event be deemed a “material” Default for purposes has not sublet more than 10% of the foregoing), Premises then leased to Tenant for a term that is longer than three (3) years and (ii) Tenant is not in default hereunder at the time Tenant exercises this Lease shall be in full force Third Expansion Option and effect and Tenant’s right at the commencement of possession shall have not been terminatedthe term with respect to the Third Expansion Premises, and subject to has not previously been in default beyond the terms expiration of all applicable notice and provisions of cure periods under this Article 34Lease, Tenant shall have the one-time an further expansion option (the “Third Expansion Option”) to expand the Premises to include all of the Rentable Area on one (1) floor of the Building. Such one (1) floor shall be: (i) the 21st floor of lease no fewer than 20,000 rentable square feet and no greater than 40,000 rentable square feet in the Building, if Tenant shall not have exercised or within another building in the Pre-Term Expansion Option under Paragraph 34(A) relative to the 23rd floor; or Park or in Northwest Park, as designated by Landlord (ii) the 20th floor of the Building, if Tenant shall have exercised the Pre-Term Expansion Option under Paragraph 34(A) relative to the 23rd floor; (such one (1) floor determined in accordance with the foregoing provisions is referred to herein as the “Third Expansion Premises”) in each case, to ). Tenant may exercise the extent that such floor (or Third Expansion Option at any portion thereof) is not, at time after the time of date Tenant exercised the exercise of Tenant’s Third Expansion Option, leased but no later than December 31, 2011, by giving Landlord written notice that Tenant as First Proposal Space or Accepted Offer Space pursuant desires to Paragraphs 34(M) or 34(N) (respectively) below. In expand into the event that, at the time of the exercise of Tenant’s Third Expansion OptionPremises, all or any portion designating in its notice the amount of the space located on a floor that would have constituted area desired for the Third Expansion Premises is being taking into account any reduction in area on account of previously leased by Tenant as First Proposal ROFO Space pursuant to Paragraph 34(M) below Section 2.7. Landlord shall use reasonable efforts to locate the Third Expansion Premises in the Building, but shall have the right to locate the Third Expansion Premises in another building owned by Landlord, or Accepted Offer Space pursuant its affiliate, elsewhere in the Park or in Northwest Park. Provided Landlord is able to Paragraph 34(N) belowprovide no fewer than 20,000 rentable square feet in the Building or Park, then: (x) or Northwest Park, Landlord shall have satisfied its obligation to provide the Second Expansion Premises and Tenant shall have no right to exercise Tenant’s Third Expansion Option as terminate this Lease pursuant to the space on such floor so leased by Tenant as First Proposal Space or Accepted Offer Space paragraph (as applicable), and (y) Tenant shall have the right to exercise Tenant’s Third Expansion Option as to all (but not less than allE) of this Section 2.6. (B) In the space on event that Tenant properly and timely exercises such floor which is not so leased by Tenant as First Proposal Space or Accepted Offer Space (as applicable)right, as provided in this Paragraph 34(D). Tenant shall exercise then the Third Expansion OptionPremises shall be added to the Premises and leased to Tenant “as-is”, if at allupon the same terms and conditions contained in this Lease, by delivering to Landlord written notice of such exercise except that: (i) The term for the Third Expansion Premises shall commence on a date (the “Third Expansion NoticeCommencement Date”) on or before occurring during the period of January 1, 2016 2013 through December 31, 2013 (the “Third Expansion Notice DeadlineOption Period”). If Tenant fails to deliver , as determined by Landlord, and shall be expire on March 31, 2019; (ii) The Annual Fixed Rent Rate for the Third Expansion Notice by the Third Expansion Notice Deadline, Tenant Premises shall be deemed to have waived its Third Expansion Option. Landlord shall also have the right to substitute a different floor in the high-rise portion of the Building in accordance with Paragraph 34(L)(i) below. Within ten (10) Business Days after Landlord’s receipt Fair Market Rate as of the Third Expansion NoticeCommencement Date, as designated by Landlord; provided, however, Landlord shall notify Tenant of Landlord’s determination of Fair Market Rate for the date (the “Scheduled Third Expansion Delivery Premises not later than six (6) months prior to the designated Third Expansion Commencement Date”. (iii) on which Landlord intends Tenant shall be entitled to deliver possession a tenant improvement allowance of up to $30.00 per rentable square foot of the Third Expansion Premises to Tenant, which date shall not may be earlier than January 1, 2017, nor later than April 1, 2017; utilized and disbursed in accordance with the provisions of Paragraph B of Section 3.3 below. (C) In the event Landlord has elected that Tenant disputes Landlord’s designation of the Fair Market Rate with respect to substitute a floor as the Third Expansion Premises, as provided in Tenant shall propose its designation of the preceding sentenceFair Market Rate for the Third Expansion Premises within 15 days from receipt of Landlord’s designation notice. Failure on the part of Tenant to timely give such notice of its designation shall bind Tenant to Landlord’s designation. If Tenant proposes its designation of the Fair Market Rate, then such notice Landlord and Tenant shall also attempt to agree upon a Fair Market Rate. If the parties are unable to reach agreement within thirty (30) days following Tenant’s designation, then the Fair Market Rate shall be submitted to arbitration pursuant to the procedures set forth in Section 2.3 (B), (C), and (D) hereinabove. For the floor so designatedpurposes of this Section 2.6, the term “Fair Market Rate” shall have the meaning given to it in Section 2.3(A) and shall take into account any and all allowances, and all references in said Section 2.3 to the “Extended Term” shall be deemed to mean the term with respect to the Third Expansion Premises.

Third Expansion Option. Provided no material Default shall have occurred (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that Tenant gives Landlord the Third Expansion Exercise Notice, as hereinafter defined, and be continuing (it being understood that a Default in the payment of Rent in excess of an amount equal to one month’s Net Rent and Additional Rent then due and owing hereunder shall in any event be deemed a “material” Default for purposes as of the foregoing)Third Expansion Premises Commencement Date, as hereinafter defined: (i) there exists no Event of Default, (ii) this Lease shall be is still in full force and effect and Tenanteffect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s right of possession consent under Section 12.2), (iv) Tenant shall not have not been terminatedpreviously elected to incorporate the Designated Third Expansion Space into the Premises, and subject to the terms and provisions of this Article 34, then Tenant shall have the one-time option (to lease a Qualifying Expansion Space in the “Third Expansion Option”) to expand Building designated by Landlord, as hereinafter provided. Notwithstanding the Premises to include all of the Rentable Area on one (1) floor of the Building. Such one (1) floor shall be: (i) the 21st floor of the Building, if Tenant shall not have exercised the Pre-Term Expansion Option under Paragraph 34(A) relative to the 23rd floor; or (ii) the 20th floor of the Buildingforegoing, if Tenant shall have exercised previously elected to incorporate less than the Pre-Term entirety of the Designated Third Expansion Option under Paragraph 34(ASpace into the Premises, then the remainder thereof shall thereafter constitute the Designated Third Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) relative If Tenant wishes to lease the 23rd floor; (such one (1) floor determined in accordance with the foregoing provisions is referred to herein as the “Third Expansion Premises”) in each case, Tenant shall exercise its option to the extent that such floor (or any portion thereof) is not, at the time of the exercise of Tenant’s Third Expansion Option, leased by Tenant as First Proposal Space or Accepted Offer Space pursuant to Paragraphs 34(M) or 34(N) (respectively) below. In the event that, at the time of the exercise of Tenant’s Third Expansion Option, all or any portion of the space located on a floor that would have constituted lease the Third Expansion Premises is being leased by giving written notice (“Third Expansion Exercise Notice”) to Landlord on or before December 31, 2014, requesting Landlord’s quotation of the annual Fair Market Rental Value for the Third Expansion Premises as of the Third Expansion Premises Commencement Date. If Tenant as First Proposal Space pursuant fails timely to Paragraph 34(M) below or Accepted Offer Space pursuant to Paragraph 34(N) belowgive such notice, then: (x) Tenant shall have no further right to exercise Tenantlease the Third Expansion Premises. (C) Upon the timely giving of such Third Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for the Third Expansion Premises as of the Third Expansion Premises Commencement Date (“Landlord’s Third Expansion Option as Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to the space on such floor so leased by Tenant as First Proposal Space or Accepted Offer Space offer in connection therewith (as applicable“Third Expansion Improvement Allowance”), . Landlord and (y) Tenant shall have negotiate in good faith to reach agreement on the right to exercise Tenantrent for the Third Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Third Expansion Option as Premises Rent Quotation to all (but Tenant, Landlord and Tenant have not less than all) reached agreement on a determination of the space on such floor which is not so leased by Tenant as First Proposal Space or Accepted Offer Space (as applicable), as provided in this Paragraph 34(D). Tenant shall exercise an Annual Fixed Rent for the Third Expansion Option, if at all, by delivering to Landlord Premises and executed a written notice of such exercise (the “Third Expansion Notice”) on or before January 1, 2016 (the “Third Expansion Notice Deadline”). If Tenant fails to deliver instrument adding the Third Expansion Notice by Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Third Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Third Expansion Notice DeadlinePremises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have waived its hired and taken from Landlord, the Third Expansion OptionPremises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall also have the right to substitute a different floor in the high-rise portion of the Building in accordance with Paragraph 34(L)(i) below. Within ten (10) Business Days after Landlord’s receipt of the Third Expansion Notice, Landlord shall notify Tenant of the date (the “Scheduled Third Expansion Delivery Date”) on which Landlord intends exercise good faith efforts to deliver possession of the Third Expansion Premises to Tenant, which date shall not be earlier than January 1, 2017, nor later than April 1, 2017; and in the event Landlord has elected to substitute a floor as Tenant within the Third Expansion Premises, Delivery Window. (D) The leasing to Tenant of the Third Expansion Premises shall be upon all the same terms and conditions of the Lease except as provided in the preceding sentence, then such notice shall also set forth the floor so designated.follows: