Common use of Expansion Area Clause in Contracts

Expansion Area. As applicable, the area in reasonable proximity to any Premises (each Hub and Inspection Center) may include an area for expansion (“Expansion Area”). Either party may at any time during the Term of this Lease elect to develop the Expansion Area by delivery of written notice to the other party. If Landlord elects to develop the Expansion Area then Tenant shall respond in writing to Landlord’s election within 30 days with Tenant’s election to participate or not participate in the development of the Expansion Area. If Tenant elects in its sole discretion to participate then Tenant shall pay an agreed-upon portion of the actual costs incurred to effect such construction or development (“Expansion Costs”) and Tenant shall be entitled to use an equivalent portion of the Expansion Area as part of the Premises. If Tenant elects to not participate then Tenant shall not pay any of the Expansion Costs and shall not be entitled to use any of the Expansion Area as part of the Premises. If Tenant elects to develop the Expansion Area before receiving Landlord’s election to develop the Expansion Area then Tenant shall deliver written notice to Landlord and Landlord shall respond in writing to Tenant’s election within 30 days with Landlord’s election to participate or not participate in the development of the Expansion Area. If Landlord elects to participate then Landlord and Tenant shall mutually agree upon the use of the Expansion Area and whether Tenant will participate in paying for the actual Expansion Costs or pay additional Base Rent. Tenant shall be entitled to use that portion of the Expansion Area as mutually agreed to by the parties and as part of the Premises in the same manner as if Landlord first elected to develop the Expansion Area and Tenant elected to participate. If Landlord does not elect to participate in Tenant’s development of the Expansion Area then Tenant may elect to develop all or less than all of the Expansion Area and Tenant shall pay the entire actual Expansion Cost incurred but be entitled to use the entire developed Expansion Area as part of the Premises and without Tenant consent Landlord shall not be entitled to use any of the Expansion Area developed by Tenant without Landlord’s participation. If less than all of the Expansion Area is developed then the same rights of development and participation shall continue to apply to the balance of the Expansion Area until the earlier of the development of the entire Expansion Area or expiration of this Lease. If Tenant and Landlord agree that Tenant shall pay a portion or all of the Expansion Costs, then Tenant is not required to pay additional Base Rent for the Expansion Area for a period of three years after the development of the Expansion Area, as the parties acknowledge that Tenant’s payment of actual Expansion Costs is sufficient consideration for Tenant’s use of the Expansion Area for that time period.

Expansion Area. As A. Subject to all the terms and conditions of the Lease, Sublessor hereby leases the Expansion Area to Subtenant, and Subtenant hereby leases the Expansion Area from Sublessor, for a term (the “Expansion Term”) commencing on September 1, 2013, or such later date, as applicable, as the area Expansion Area is delivered to Subtenant in reasonable proximity to any Premises the condition required by Section 5 below (each Hub the “Expansion Date”) and Inspection Center) may include an expiring on the Sublease Expiration Date, unless otherwise earlier terminated in accordance with the terms and conditions of the Sublease, including without limitation the provisions of this Subsection 4.A., below. Sublessor and Subtenant hereby stipulate and agree that the rentable area for expansion the Expansion Area is 31,281 square feet, and from and after the Expansion Date, the Sublet Premises shall contain 62,562 rentable square feet. The parties hereto acknowledge that the Expansion Area is currently occupied by Sublessor, and that Sublessor is in the process of negotiating a new lease for space that will accommodate the employees of Sublessor currently occupying the Expansion Area (the “Expansion AreaNew Lease”). Either party may at If the space under the New Lease is not ready for Sublessor’s occupancy or if, for any time during reason whatsoever, the Term of this New Lease elect to develop is terminated, Subtenant acknowledges that Sublessor shall be delayed in delivering the Expansion Area by delivery of written notice to the other partySubtenant. If Landlord elects If, for any reason, Sublessor is unable to develop the Expansion Area then Tenant shall respond in writing to Landlord’s election within 30 days with Tenant’s election to participate or not participate in the development of the Expansion Area. If Tenant elects in its sole discretion to participate then Tenant shall pay an agreed-upon portion of the actual costs incurred to effect such construction or development (“Expansion Costs”) and Tenant shall be entitled to use an equivalent portion deliver possession of the Expansion Area as part of to Subtenant on the Premises. If Tenant elects to not participate then Tenant Expansion Date, Sublessor shall not pay be liable for any damage caused thereby, nor shall the Sublease or this First Amendment be void or voidable, but rather the commencement of the Expansion Costs Term shall be delayed until, and shall not be entitled to use any of commence upon (and the Expansion Area as part of Date shall be), the Premises. If Tenant elects to develop the Expansion Area before receiving Landlord’s election to develop the Expansion Area then Tenant shall deliver written notice to Landlord and Landlord shall respond in writing to Tenant’s election within 30 days with Landlord’s election to participate or not participate in the development of the Expansion Area. If Landlord elects to participate then Landlord and Tenant shall mutually agree upon the use of the Expansion Area and whether Tenant will participate in paying for the actual Expansion Costs or pay additional Base Rent. Tenant shall be entitled to use date that portion of the Expansion Area as mutually agreed to by the parties and as part of the Premises in the same manner as if Landlord first elected to develop the Expansion Area and Tenant elected to participate. If Landlord does not elect to participate in Tenant’s development of the Expansion Area then Tenant may elect to develop all or less than all of the Expansion Area and Tenant shall pay the entire actual Expansion Cost incurred but be entitled to use the entire developed Expansion Area as part of the Premises and without Tenant consent Landlord shall not be entitled to use any of the Expansion Area developed by Tenant without Landlord’s participation. If less than all possession of the Expansion Area is developed then tendered to Subtenant in the same rights of development and participation shall continue to apply condition required by Section 5, below. Notwithstanding anything contained in this First Amendment or Original Sublease to the balance contrary, in the event that Sublessor is unable to deliver possession of the Expansion Area until the earlier to Subtenant on or before December 31, 2013 due to either (i) failure of the development new landlord under the New Lease to deliver timely possession of the entire space under the New Lease to Sublessor or (ii) casualty or condemnation of the space under the New Lease or Expansion Area), Sublessor shall have the right to terminate the Sublease with respect to the Expansion Area or expiration only by delivering written notice of this Lease. If Tenant such termination to Subtenant at any time from and Landlord agree that Tenant shall pay a portion or all after December 31, 2013 and prior to the delivery of possession of the Expansion CostsArea by Sublessor to Subtenant, then Tenant time being of the essence. Further, notwithstanding anything contained in this First Amendment or Original Sublease to the contrary, in the event that Sublessor is not required unable to pay additional Base Rent for deliver possession of the Expansion Area to Subtenant on or before December 31, 2013 for a period any reason whatsoever, Subtenant shall have the right to terminate the Sublease with respect to the Expansion Area only by delivering written notice of three years such termination to Sublessor at any time from and after December 31, 2013 and prior to the development delivery of possession of the Expansion Area by Sublessor to Subtenant, time being of the essence. Termination of the Sublease with respect to the Expansion Area shall be effective at 6:00 p.m. on the date that is five (5) business days after delivery of the Expansion Area termination notice (the “Expansion Area Termination Date”); provided, however, if Sublessor delivers the Expansion Area prior to the Expansion Area Termination Date, then the termination notice shall itself terminate, all rights to terminate the Sublease with respect to the Expansion Area set forth in this Subsection 4.A. shall be null and void, and the Sublease shall continue in full force and effect, unmodified. On the Expansion Area Termination Date, all rights and obligations of each of Sublessor and Subtenant with respect to the Expansion Area, as including without limitation all references to Expansion Area Walls/Partitions, Expansion Area Systems Furniture and Expansion Area Personal Property, shall terminate (except for those rights and obligations that expressly survive termination of the parties acknowledge that Tenant’s payment of actual Sublease with respect to the Expansion Costs is sufficient consideration for Tenant’s use of Area), and, if Subtenant has accessed the Expansion Area for that time periodprior to the Expansion Area Termination Date, Subtenant shall vacate and surrender the Expansion Area in the condition required by the Sublease, including, without limitation, Section 15 thereof. Termination of the Sublease with respect to the Expansion Area shall in no event serve to terminate or modify the Sublease with respect to the Original Sublet Premises, which shall continue in full force and effect as set forth in the Original Sublease as modified by this First Amendment.

Expansion Area. As applicable, The parties hereby agree that the area in reasonable proximity to any Premises (each Hub and Inspection Center) may include an depicted on page 3 of the Site Plan is currently identified by Landlord as a potential expansion area for expansion (“Expansion Area”)Tenant, subject to Landlord and Tenant agreeing upon the terms and conditions of a lease therefore. Either party may In the event that Tenant elects to expand into said area, Tenant must notify Landlord at any time during before the Term date which is five (5) calendar years after the Tenant Entrance Date, or (subject to the second grammatical paragraph of this Lease elect Section 21.24) Landlord shall no longer be required to develop the Expansion Area by delivery of written notice to the other party. If Landlord elects to develop the Expansion Area then Tenant shall respond in writing to Landlord’s election within 30 days with reserve said area for Tenant’s election to participate or not participate in the development of the Expansion Area's use. If Tenant so elects in its sole discretion to participate then Tenant shall pay an agreed-upon portion of the actual costs incurred to effect such construction or development (“Expansion Costs”) and Tenant expand into said area, said election shall be entitled to use an equivalent portion of the Expansion Area as part of the Premises. If Tenant elects to not participate then Tenant shall not pay any of the Expansion Costs null and shall not be entitled to use any of the Expansion Area as part of the Premises. If Tenant elects to develop the Expansion Area before receiving Landlord’s election to develop the Expansion Area then Tenant shall deliver written notice to Landlord and Landlord shall respond in writing to Tenant’s election within 30 days with Landlord’s election to participate or not participate in the development of the Expansion Area. If Landlord elects to participate then void if Landlord and Tenant shall mutually are unable, in the exercise of good faith efforts, to agree upon the use terms and conditions of a lease within sixty (60) days after Landlord receives Tenant's notice. Additionally, Tenant may not exercise the foregoing expansion right if Tenant is in default under the Lease or if Tenant is not operating its business in substantially all of the Expansion Area and whether Leased Premises. In the event that Tenant will participate in paying for the actual Expansion Costs or pay additional Base Rent. Tenant shall be entitled to use that portion of the Expansion Area as mutually agreed to by the parties and as part of the Premises in the same manner as if Landlord first elected to develop the Expansion Area and Tenant elected to participate. If Landlord does not elect to participate in Tenant’s development expand into the expansion area within said five (5) year period, Tenant shall thereafter have the right to lease the expansion area as described below. Landlord shall notify Tenant of the Expansion Area material lease terms for all or any part of the expansion area which Landlord would be willing to accept (the "Acceptable Terms") by notice to Tenant. Tenant shall thereafter have thirty (30) days to determine whether or not to enter into an amendment to this Lease with Landlord on the Acceptable Terms. Any election by Tenant shall be in writing. If Tenant fails to respond within said thirty (30) day period, Tenant shall be deemed to have rejected said terms. In the event that Tenant does not exercise the right to lease contained herein, Landlord shall be permitted to enter into a lease with a third party consistent with the Acceptable Terms, in which event Tenant shall have no further rights of options under this Section 21.24. In the event no lease is consummated pursuant to the Acceptable Terms with a third party, for any reason, then the rights contained in this Section 21.24 shall continue, and no further lease of the expansion area shall be permitted without first offering the opportunity to Tenant in accordance with this section. Additionally, Tenant may elect to develop all not exercise the foregoing expansion right if Tenant is in default under the Lease or less than if Tenant is not operating its business in substantially all of the Expansion Area and Tenant shall pay the entire actual Expansion Cost incurred but be entitled to use the entire developed Expansion Area as part of the Premises and without Tenant consent Landlord shall not be entitled to use any of the Expansion Area developed by Tenant without Landlord’s participation. If less than all of the Expansion Area is developed then the same rights of development and participation shall continue to apply to the balance of the Expansion Area until the earlier of the development of the entire Expansion Area or expiration of this Lease. If Tenant and Landlord agree that Tenant shall pay a portion or all of the Expansion Costs, then Tenant is not required to pay additional Base Rent for the Expansion Area for a period of three years after the development of the Expansion Area, as the parties acknowledge that Tenant’s payment of actual Expansion Costs is sufficient consideration for Tenant’s use of the Expansion Area for that time periodLeased Premises.