Common use of Expansion of Existing Premises Clause in Contracts

Expansion of Existing Premises. Upon the delivery of the Expansion Premises by Landlord to Tenant for the purpose of commencing the Work (as defined in Exhibit B hereof) with respect to such Expansion Premises (the “Delivery Date”), Tenant shall lease from Landlord and Landlord shall lease to Tenant the Expansion Premises; provided, however, that the Base Rent and other amounts payable with respect to the Expansion Premises under the Lease, as amended, will not commence to be payable until the “New Term Rent Commencement Date” (as defined below). Consequently, as of the Delivery Date, (a) the “Premises” as defined in the Lease shall include both the Existing Premises and the Expansion Premises, (b) the Existing Premises and the Expansion Premises shall be referred to collectively herein as the “Premises”, and (c) Exhibits A, A-1, and A-2 attached hereto, which collectively describe the entire Premises, shall together replace Exhibit A attached to the Office Lease (as previously replaced by Exhibits A and A-1 attached to the First Amendment). The Delivery Date is anticipated to occur on or about June 1, 2013 (the “Anticipated Delivery Date”); however, Tenant hereby acknowledges and agrees that the Expansion Premises are currently occupied by another tenant of the Building. Accordingly, if Landlord is unable for any reason to deliver possession of the Expansion Premises to Tenant by the Anticipated Delivery Date, then Landlord shall not be subject to any liability for its failure to do so, and such failure shall not affect the validity of this Second Amendment or the obligations of Tenant hereunder; provided, however, (i) Landlord shall use commercially reasonable efforts to cause the tenant currently in possession of the Expansion Premises (the “Existing Expansion Premises Tenant”) to vacate the Expansion Premises not later than ninety (90) days after the date of expiration of the Existing Expansion Premises Tenant’s Lease, and (ii) if the Delivery Date does not occur by November 30, 2013 (the “Outside Delivery Date”), which Outside Delivery Date shall be subject to extension for force majeure delay (as described in Section 27.4 of the Office Lease), then, Tenant may, at Tenant’s option, elect by written notice (which notice shall be sent no later than fifteen (15) days after the Outside Delivery Date) to Landlord, to terminate its obligation to lease the Expansion Premises, in which case Tenant shall make a concurrent election in such notice either (A) to terminate the extension provided for in Section 3 below, in which case the Lease Term shall automatically be extended (at the Base Rent and other terms applicable to the Existing Premises at the end of the Lease Term) through an expiration date that is twelve (12) months from the date of such notice in order to permit Tenant sufficient time to find substitute premises and to permit Landlord sufficient time to find a replacement tenant; or (B) to recognize the extension of the Lease Term provided for in Section 3 below with respect to the Existing Premises only, in which case, notwithstanding anything to the contrary contained in this Second Amendment, the New Term Rent Commencement Date for the Existing Premises shall be November 1, 2013, and the Lease Term shall be extended for a period of sixty-six (66) months, at the Annual Rental Rate per Rentable Square Foot provided herein, with a 2014 Base Year for Operating Expenses. If Tenant elects to terminate its obligations to lease the Expansion Premises, but fails to elect either option (A) or (B) in the immediately preceding sentence, then Tenant shall be deemed to have elected option (B). If Tenant elects to terminate its obligation to lease the Expansion Premises and elects to extend the Lease Term with respect to the Existing Premises pursuant to option (A) or (B), then this Section 2 (as it relates to the extension of the Lease Term for the applicable period), Section 4.2 (as it relates to the annual Base Rent per rentable square foot of the Existing Premises upon the extension of the Lease Term pursuant to option (B)), or Sections 4.2 and 4.3 if rent abatement applies, and Sections 5.1, 7, 8, 9, 11, 15, 18, 19, 20, 22, and 23, and no other provisions of this Second Amendment, shall be effective during the Lease Term, as so extended.

Expansion of Existing Premises. Upon The Expansion Premises shall be added to the delivery Existing Premises as of the date that Landlord delivers possession of the Expansion Premises by Landlord to Tenant for free of all tenants or other occupants and otherwise in the purpose condition set forth in Section 3 of commencing the Work (as defined in Exhibit B hereof) with respect to such Expansion Premises this Amendment (the “Delivery Expansion Date”), which date is anticipated to occur on March 1, 2020. All terms and provisions of the Lease, as amended hereby, shall apply to Tenant’s leasing of the Expansion Premises from and after the Expansion Date. Notwithstanding the foregoing, Landlord shall use commercially reasonable efforts to deliver the Expansion Premises to Tenant shall in the condition required by the prior sentence on or before the date that is ninety (90) days after the existing tenant of the Expansion Premises vacates the Expansion Premises and the lease from between Landlord and Landlord shall lease to Tenant the Expansion Premises; provided, however, that the Base Rent and other amounts payable such tenant with respect to the Expansion Premises under has been terminated. Notwithstanding the Leaseforegoing, as amended, will not commence to be payable until the “New Term Rent Commencement Date” (as defined below). Consequently, as of the Delivery Date, if (a) the “Premises” as defined in the Lease shall include both the Existing Premises and the Expansion Premises, (b) the Existing Premises and the Expansion Premises shall be referred to collectively herein as the “Premises”, and (c) Exhibits A, A-1, and A-2 attached hereto, which collectively describe the entire Premises, shall together replace Exhibit A attached to the Office Lease (as previously replaced by Exhibits A and A-1 attached to the First Amendment). The Delivery Date is anticipated to occur on or about June 1, 2013 (the “Anticipated Delivery Date”); however, Tenant hereby acknowledges and agrees that the Expansion Premises are currently occupied by another tenant of the Building. Accordingly, if Landlord is unable for any reason to deliver possession of the Expansion Premises to Tenant by in such condition on or before June 1, 2020, or (b) the Anticipated Delivery Date, then Landlord shall not be subject to any liability for its failure to do so, and such failure shall not affect the validity of this Second Amendment or the obligations of Tenant hereunder; provided, however, Smithsonian institution Astrophysical Observatory (i) Landlord shall use commercially reasonable efforts to cause the tenant currently in possession of the Expansion Premises (the “Existing Expansion Premises TenantSmithsonian”) to vacate the Expansion Premises not later than ninety (90) days after the date exercises its right of expiration of the Existing Expansion Premises Tenant’s Lease, and (ii) if the Delivery Date does not occur by November 30, 2013 (the “Outside Delivery Date”), which Outside Delivery Date shall be subject to extension for force majeure delay (as described in Section 27.4 of the Office Lease), then, Tenant may, at Tenant’s option, elect by written notice (which notice shall be sent no later than fifteen (15) days after the Outside Delivery Date) to Landlord, to terminate its obligation first offer to lease the Expansion Premises, which Landlord agrees to offer to Smithsonian within ten (10) days after the date hereof, 80333389_1 and which, under the terms of its lease with Landlord, Smithsonian is required to exercise in which case Tenant writing within ten (10) business days after its receipt of Landlord’s offer and if not timely exercised is deemed waived, the Expansion Premises shall make a concurrent election in such notice either (A) to terminate the extension provided for in Section 3 below, in which case the Lease Term shall automatically not be extended (at the Base Rent and other terms applicable added to the Existing Premises at and the end terms of the Lease Term) through an expiration date that is twelve (12) months from the date of such notice in order to permit Tenant sufficient time to find substitute premises and to permit Landlord sufficient time to find a replacement tenant; or (B) to recognize the extension of the Lease Term provided for in Section 3 below with respect this Amendment related to the Existing Premises only, in which case, notwithstanding anything to the contrary contained in this Second Amendment, the New Term Rent Commencement Date for the Existing Expansion Premises shall be November 1, 2013, null and void and have no further force or effect (the Lease Term “Expansion Rescission”). Landlord shall be extended for a period of sixty-six notify Tenant in writing within two (662) months, at the Annual Rental Rate per Rentable Square Foot provided herein, with a 2014 Base Year for Operating Expenses. If Tenant elects to terminate its obligations to lease the Expansion Premises, but fails to elect either option business days after Smithsonian exercises or waives (A) or (B) in the immediately preceding sentence, then Tenant shall be is deemed to have elected option (B). If Tenant elects to terminate waived) its obligation to lease the Expansion Premises and elects to extend the Lease Term with respect to the Existing Premises pursuant to option (A) or (B), then this Section 2 (as it relates to the extension right of the Lease Term for the applicable period), Section 4.2 (as it relates to the annual Base Rent per rentable square foot of the Existing Premises upon the extension of the Lease Term pursuant to option (B)), or Sections 4.2 and 4.3 if rent abatement applies, and Sections 5.1, 7, 8, 9, 11, 15, 18, 19, 20, 22, and 23, and no other provisions of this Second Amendment, shall be effective during the Lease Term, as so extendedfirst offer.

Expansion of Existing Premises. Upon the delivery Effective as of the Expansion Premises by Landlord to Tenant for the purpose of commencing the Work (as defined in Exhibit B hereof) with respect to such Expansion Premises September 1, 2012 (the “Delivery Third Amendment Expansion Commencement Date”), Tenant shall lease from Landlord and Landlord shall lease to Tenant the Third Amendment Expansion Premises; provided, however, that the Base Rent and other amounts payable with respect to the Expansion Premises under the Lease, as amended, will not commence to be payable until the “New Term Rent Commencement Date” (as defined below). Consequently, as of effective upon the Delivery Third Amendment Expansion Commencement Date, (a) the “Premises” as defined in the Lease shall include both the Existing Premises and shall be increased to include the Third Amendment Expansion Premises, (b) the Existing Premises and the Expansion Premises shall be referred to collectively herein as the “Premises”, and (c) Exhibits A, A-1, and A-2 attached hereto, which collectively describe the entire Premises, shall together replace Exhibit A attached to the Office Lease (as previously replaced by Exhibits A and A-1 attached to the First Amendment). The Delivery Date is anticipated to occur on or about June 1, 2013 (the “Anticipated Delivery Date”); however, Tenant hereby acknowledges and agrees that the Third Amendment Expansion Premises are is currently occupied by another an existing tenant (whose lease with respect to the Third Amendment Expansion Premises is scheduled to terminate effective as of the Building. AccordinglyAugust 31, if 2012), and that Landlord is unable shall have no liability to Tenant for any reason to deliver damages, nor shall this Third Amendment be void or voidable as a result of any delay in delivering possession of the Third Amendment Expansion Premises to Tenant by following the Anticipated Delivery Date, then Landlord shall not be subject to any liability for its failure to do so, and such failure shall not affect the validity of this Second Amendment or the obligations of Tenant hereunder; provided, however, (i) Landlord shall use commercially reasonable efforts to cause the tenant currently in possession of the Expansion Premises (the “Existing Expansion Premises Tenant”) to vacate the Expansion Premises not later than ninety (90) days after the date of expiration of the Existing Expansion Premises Tenantsuch existing tenant’s Lease, and (ii) if the Delivery Date does not occur by November 30, 2013 (the “Outside Delivery Date”), which Outside Delivery Date shall be subject to extension for force majeure delay (as described in Section 27.4 of the Office Lease), then, Tenant may, at Tenant’s option, elect by written notice (which notice shall be sent no later than fifteen (15) days after the Outside Delivery Date) to Landlord, to terminate its obligation to lease the Expansion Premises, in which case Tenant shall make a concurrent election in such notice either (A) to terminate the extension provided for in Section 3 below, in which case the Lease Term shall automatically be extended (at the Base Rent and other terms applicable to the Existing Premises at the end of the Lease Term) through an expiration date that is twelve (12) months from the date of such notice in order to permit Tenant sufficient time to find substitute premises and to permit Landlord sufficient time to find a replacement tenant; or (B) to recognize the extension of the Lease Term provided for in Section 3 below with respect to the Existing Premises only, in which case, notwithstanding anything lease. Notwithstanding any provision to the contrary contained in this Second Third Amendment, Landlord and Tenant hereby acknowledge and agree that the New Term Rent Third Amendment Expansion Commencement Date for the Existing Premises shall be November 1, 2013, and the Lease Term shall be extended on a day-for-day basis for a each day during the period commencing September 2, 2012, and ending on the date upon which Landlord delivers possession of sixty-six (66) months, at the Annual Rental Rate per Rentable Square Foot provided herein, with a 2014 Base Year for Operating Expenses. If Tenant elects to terminate its obligations to lease the Expansion Premises, but fails to elect either option (A) or (B) in the immediately preceding sentence, then Tenant shall be deemed to have elected option (B). If Tenant elects to terminate its obligation to lease the Third Amendment Expansion Premises and elects to extend the Lease Term Tenant (in which case Tenant’s obligations with respect to the Existing Third Amendment Expansion Premises pursuant shall commence as of the date Landlord delivers possession of the Third Amendment Expansion Premises to option Tenant (A) or (B), then as opposed to as of the date originally slated to be the Third Amendment Expansion Commencement Date in this Section 2 (as it relates to the extension 2)). Landlord and Tenant hereby acknowledge that such addition of the Lease Term for the applicable period), Section 4.2 (as it relates Third Amendment Expansion Premises to the annual Base Rent per rentable square foot of the Existing Premises upon the extension shall, effective as of the Lease Term pursuant Third Amendment Expansion Commencement Date, increase the size of the Premises to option 54,673 rentable square feet of space. Landlord acknowledges that the rentable square footage of the Third Amendment Expansion Premises has been calculated by Xxxxxxxxx Systems, Inc. using Office Buildings: Standard Methods of Measurement and Calculating Rentable Area—2010 (B)Method A) (ANSI/BOMA Z65.1-2010), or Sections 4.2 and 4.3 if rent abatement appliesits accompanying guidelines (collectively, “BOMA”). The Existing Premises and Sections 5.1, 7, 8, 9, 11, 15, 18, 19, 20, 22, and 23, and no other provisions of this Second Amendment, shall the Third Amendment Expansion Premises may hereinafter collectively be effective during referred to as the Lease Term, as so extended“Premises.”