Common use of Expansion Rights Clause in Contracts

Expansion Rights. Provided that there has been no Event of Default which is uncured and continuing on the part of the Tenant, other than any which have been waived by the Landlord and the Tenant, as of the date of exercise of its rights under this Section 2.7, and the Tenant is in occupancy of at least sixty percent (60%) of the Premises for its own business purposes, the Tenant shall have the Right of First Opportunity (as hereinafter defined) to lease the following spaces: (A) approximately 50,000 rentable square feet on floors one, two and three (“Expansion Area 1”) as shown on Exhibit B-1 as Suites 330, 200 and 150; (B) approximately 5,388 rentable square feet on the first floor (“Expansion Area 2”) as shown on Exhibit B-1 as Suite 100; and (C) approximately 7,407 rentable square feet on the first floor (“Expansion Area 3”) as shown on Exhibit B-1 as Suite 180. Notwithstanding the foregoing, if at any time during the Term of this Lease, the Tenant shall lease Expansion Area 1 in accordance with this Section 2.7, the Tenant shall thereafter have the Right of First Opportunity to lease any tenantable space in the Building which thereafter may become available, subject to the other terms and conditions of this Section 2.7. With respect to each of Xxxxxxxxx Xxxx 0, Xxxxxxxxx Xxxx 0 and Expansion Area 3, following the expiration or earlier termination of the term of the lease for such space in effect as of the date of this Lease (“Existing Third Party Lease”), as the term of such Third Party Lease may have been or hereafter is extended, Tenant shall have the Right of First Opportunity to lease the pertinent space as set forth below. Notwithstanding the foregoing, the “Existing Third Party Lease” for Expansion Area 3 shall be the new lease entered into by Landlord with a tenant thereof after Tenant has vacated such space as contemplated by Section 2.1(b). If Tenant shall fail to timely exercise its rights and thereafter lease any space in the Building to which it has the Right of First Opportunity, then the lease or leases thereafter entered into by the Landlord for such spaces shall be deemed the Existing Third Party Lease with respect thereto.

Expansion Rights. Provided that there has been no Event of Default which is uncured and continuing on the part of the Tenant, other than any which have been waived by the Landlord and the Tenant, as of the date of exercise of its rights under this Section 2.7, and the Tenant is in occupancy of at least sixty percent (60%) of the Premises for its own business purposes, the Tenant shall have the Right of First Opportunity (as hereinafter defined) to lease the following spaces: (A) approximately 50,000 rentable square feet on floors one, two and three (“"Expansion Area 1”") as shown on Exhibit EXHIBIT B-1 as Suites 330, 200 and 150; (B) approximately 5,388 rentable square feet on the first floor (“"Expansion Area 2”") as shown on Exhibit EXHIBIT B-1 as Suite 100; and (C) approximately 7,407 rentable square feet on the first floor (“"Expansion Area 3”") as shown on Exhibit EXHIBIT B-1 as Suite 180. Notwithstanding the foregoing, if at any time during the Term of this Lease, the Tenant shall lease Expansion Area 1 in accordance with this Section 2.7, the Tenant shall thereafter have the Right of First Opportunity to lease any tenantable space in the Building which thereafter may become available, subject to the other terms and conditions of this Section 2.7. With respect to each of Xxxxxxxxx Expaxxxxx Xxxx 0, Xxxxxxxxx Xxxx 0 and xxx Expansion Area 3, following the expiration or earlier termination of the term of the lease for such space in effect as of the date of this Lease (“"Existing Third Party Lease”"), as the term of such Third Party Lease may have been or hereafter is extended, Tenant shall have the Right of First Opportunity to lease the pertinent space as set forth below. Notwithstanding the foregoing, the “Existing Third Party Lease” for Expansion Area 3 shall be the new lease entered into by Landlord with a tenant thereof after Tenant has vacated such space as contemplated by Section 2.1(b). If Tenant shall fail to timely exercise its rights and thereafter lease any space in the Building to which it has the Right of First Opportunity, then the lease or leases thereafter entered into by the Landlord for such spaces shall be deemed the Existing Third Party Lease with respect thereto.

Expansion Rights. Provided that there has been no Event of Default which is uncured and continuing on 25.1 Sometime between the part of first day in the Tenant, other than any which have been waived by the Landlord eleventh (11th) Lease Year and the Tenantlast day in the twelfth (12th) Lease Year, as of the date of exercise of its rights under this Section 2.7, and the Tenant is in occupancy of at least sixty percent (60%) of the Premises for its own business purposes, the Tenant shall have the Right of First Opportunity option (as hereinafter defined“ Expansion Option”) to lease the following spaces: entire portion of the second (A2nd) approximately 50,000 rentable square feet on floors one, two and three floor of the building not then being leased by Tenant (“Expansion Area 1Space”). The date on which the Expansion Space can be delivered to Tenant shall be specified by Landlord in a written notice furnished to Tenant no less than nine (9) as shown on Exhibit B-1 as Suites 330months prior to such delivery date. Tenant shall exercise its option to lease .the Expansion Space by giving written notice to Landlord within thirty (30) days following its receipt of Landlord’s notice. If Tenant fails to exercise its option within such thirty (30) day period, 200 and 150; (B) approximately 5,388 rentable square feet on Tenant’s right to lease the first floor (“Expansion Area 2”) as shown on Exhibit B-1 as Suite 100; and (C) approximately 7,407 rentable square feet on Space pursuant to this Section 25.1 shall irrevocably lapse. Upon delivery of the first floor (“Expansion Area 3”) as shown on Exhibit B-1 as Suite 180. Notwithstanding the foregoing, if at any time during the Term of this LeaseSpace to Tenant, the Tenant Expansion Space shall lease Expansion Area 1 in accordance with this Section 2.7, become part of the Tenant shall thereafter have the Right of First Opportunity to lease any tenantable space in the Building which thereafter may become availablePremises, subject to all the other terms and conditions of this Lease. The base rent for the Expansion Space shall be ninety-five percent (95%) of the fair market rental value for such Expansion Space, determined in the manner set forth in Section 2.726.1 hereof. 25.2 If Tenant shall be in Default under this Lease on the date the notice is given to Tenant by Landlord or at any time thereafter prior to the date the Expansion Space is occupied by Tenant, then, at Landlord’s option, Tenant’s rights pursuant to Section 25.1 shall be of no force or effect during the pendancy of such Default. 25.3 Tenant’s rights under Section 25.1 may be exercised only by Tenant and shall not be exercisable by any assignee of Tenant, other than an assignee described in Section 7.6(a) hereof. 25.4 If at any time Tenant has subleased or assigned fifty percent (50%) or more of the square feet of usable area of the Premises to an entity or entities other than an assignee or subtenant of the types described in Section 7.6(a) and (b), then Tenant’s rights pursuant to Section 25.1 shall lapse and be of no further force or effect. 25.5 In the event any portion, of the Expansion Space becomes available for leasing (unless resulting from Tenant’s failure to exercise its option pursuant to Section 25.1), Tenant shall have a first right to negotiate to lease such portion of the Expansion Space, subject to the following terms and conditions: (a) At any time that Landlord becomes aware that any portion of the Expansion Space is becoming available for leasing (unless resulting from Tenant’s failure to exercise its option pursuant to Section 25.1), and Landlord is about to commence actively marketing such space to the general public, Landlord will give Tenant notice that such Expansion Space will be becoming available, which notice will set forth the terms and conditions under which such space is to be offered to the general public. (b) Tenant shall have a period of ten (10) days following receipt of such notice to notify Landlord in writing that Tenant desires to lease the Expansion Space described in Landlord’s notice. With If Tenant timely notifies Landlord that Tenant desires to lease such space, Tenant shall have twenty (20) days following its delivery of such notice to Landlord in which to negotiate with Landlord regarding the base rent and buildout allowance for such space. Such negotiations shall be carried out in good faith by both Landlord and Tenant in an effort to determine a base rent and buildout allowance for such space which are reasonably reflective of market conditions at the time of such negotiations. If during such twenty (20) day period the parties are unable, for any reason whatsoever, to agree upon the base rent and buildout allowance for such space, then Tenant’s rights with respect to each that particular offer of Xxxxxxxxx Xxxx 0Expansion Space pursuant to this Section shall lapse and be of no further force or effect; provided, Xxxxxxxxx Xxxx 0 and Expansion Area 3however, following that unless Landlord shall, within one hundred eighty (180) days after the expiration or earlier termination of the term of the such twenty (20) day period, have entered into a fully-executed lease for such space in effect as on terms not substantially less favorable to Landlord than Landlord’s final and best offer made to Tenant, then such right shall arise again. If during such twenty (20) day period the parties agree on the base rent and buildout allowance for such space, then they shall promptly execute such lease. Any lease of the Expansion Space by Tenant shall be coterminous with this Lease. (c) If Tenant shall be in Default under this Lease on the date notice is given to Tenant by Landlord or at any time thereafter prior to the date Expansion Space is occupied by Tenant, then, at Landlord’s option, Tenant’s rights pursuant to this Section 25.5 shall be of no force and effect during the pendency of such Default. (d) Tenant shall have no rights under this Section 25.5 with respect to the Expansion Space unless and until such Expansion Space has been leased by Landlord to an initial tenant, or until the second (2nd) anniversary of the Lease Commencement Date, whichever is earlier. (e) Tenant’s rights under this Section 25.5 are subject to (1) Landlord’s right or obligation to continue to lease Expansion Space to the then-current tenant of such space beyond the expiration date of this Lease (“Existing Third Party Lease”), as the lease term of such Third Party Lease may have been tenant’s lease, and (2) the expansion rights of other tenants of the Building (whether now in effect or hereafter is extendedgranted to such tenants in their leases as originally executed). (f) Tenant’s rights under this Section 25.5 inlay be exercised only by Tenant and shall not be exercisable by an assignee of Tenant, Tenant shall have the Right of First Opportunity to lease the pertinent space as set forth below. Notwithstanding the foregoing, the “Existing Third Party Lease” for Expansion Area 3 shall be the new lease entered into by Landlord with a tenant thereof after other than an assignee described in Section 7.6(a) hereof. (g) If at any time Tenant has vacated such space as contemplated by subleased or assigned fifty percent (50%) or more of the square feet of usable area of the Premises to an entity or entities other than an assignee or subtenant of the types described in Section 2.1(b7.6(a) and (b). If Tenant shall fail to timely exercise its rights and thereafter lease any space in the Building to which it has the Right of First Opportunity, then the lease Tenant’s rights pursuant to this Section 25.5 shall lapse and be of no further force or leases thereafter entered into by the Landlord for such spaces shall be deemed the Existing Third Party Lease with respect theretoeffect.

Expansion Rights. Provided that there has been (a) If any tenant under a Lease exercises its option as presently set forth in its lease to lease additional land and/or improvements (the "Expansion Land" and the portion of each of such Properties excluding the Expansion Land is hereinafter the "Remaining Property") presently constituting a portion of any of those Properties designated on Exhibit A hereto as IL1970104 (Xxxxxxxx/IL), CA0712430 (Pepsi/Ontario, CA), CA0010612 (Office Depot/Fremont, CA) and IL1970335 (GATX/IL) (collectively, the "Expansion Properties") and to have Borrower construct thereon additional improvements (such improvements being hereinafter referred to as the "Expansion Improvements", and the Expansion Land and the Expansion Improvements being hereinafter referred to as the "Expansion Premises"), Borrower shall have the right, exercised by written notice to Lender, to have the Expansion Premises considered Substitute Properties and to have Properties designated by Borrower released from the Property Pool as if such Properties were Replaced Properties (subject to the limitations, exceptions and conditions set forth below in this Section 2.15(a) and Section 2.12 above) provided (i) no Event of Default which is uncured and continuing on the part of the Tenant, other than any which have been waived by the Landlord and the Tenant, exists as of the date of the Substitution, (ii) the Expansion Improvements have been completed as evidenced by a certificate of occupancy reasonably acceptable to Lender, (iii) the Expansion Improvements have been accepted and occupied by the tenant thereof, (iv) commencement of rent payments by the tenant (after the expiration of any free rent, credit or grace period) has occurred, (v) Lender has received an estoppel certificate from the tenant thereof in form and substance reasonably acceptable to Lender, (vi) title to the Expansion Improvements shall be vested in Borrower, (vii) Borrower delivers to Lender title insurance endorsements or other evidence reasonably acceptable to Lender that all mechanics and materialmen have been paid in connection with the construction and that no mechanics' liens exist with respect to the Expansion Premises and (viii) Lender shall have received a Rating Confirmation in respect of the Substitution involving the Expansion Premises. Borrower shall have the right to exercise the option granted in this Section with respect to the Expansion Premises of its rights one or more tenants in a single Substitution; provided, however, that all Substitutions under this Section 2.7shall reduce the number of remaining Substitutions available to Borrower accordingly. The terms and conditions for Substitution set forth in Section 2.12 hereof shall apply with respect to Substitutions applicable to Expansion Premises. Determination of NOI and FMV, and the Tenant is in occupancy of at least sixty percent (60%) allocation thereof as between the Expansion Premises and the balance of the Property of which the Expansion Premises for are a part, shall be made by Lender exercising reasonable discretion. (b) If any tenant with the option to lease Expansion Land waives its own business purposesoption, or the Tenant option is otherwise terminated or expires, which waiver, termination or expiration is evidenced by a tenant estoppel reasonably acceptable to Lender, Borrower shall have the Right of First Opportunity (as hereinafter defined) right, exercised by written notice to lease the following spaces: (A) approximately 50,000 rentable square feet on floors oneLender, two and three (“Expansion Area 1”) as shown on Exhibit B-1 as Suites 330, 200 and 150; (B) approximately 5,388 rentable square feet on the first floor (“Expansion Area 2”) as shown on Exhibit B-1 as Suite 100; and (C) approximately 7,407 rentable square feet on the first floor (“Expansion Area 3”) as shown on Exhibit B-1 as Suite 180. Notwithstanding the foregoing, if at any time during the Term of this Lease, the Tenant shall lease Expansion Area 1 in accordance with this Section 2.7, the Tenant shall thereafter to have the Right of First Opportunity Expansion Land considered a potential Replaced Property and to lease any tenantable space in have such Expansion Land designated by Borrower released from the Building which thereafter may become available, Property Pool as if such Expansion Land was a Replaced Property (subject to the other terms limitations, exceptions and conditions of set forth below in this Section 2.7. With respect to each 2.15(b), 2.15(c) below and Section 2.12 above) provided (i) no Event of Xxxxxxxxx Xxxx 0, Xxxxxxxxx Xxxx 0 and Expansion Area 3, following the expiration or earlier termination of the term of the lease for such space in effect Default exists as of the date of this Lease the Substitution, (“Existing Third Party Lease”)ii) Lender shall have received a Rating Confirmation in respect of the Substitution involving the Expansion Land, as and (iii) Section 2.12(l) shall not be applicable; however, the term of such Third Party Lease may have been Substitute Properties must be income producing industrial, office/research and development or hereafter is extended, Tenant grocery anchored retail properties. Borrower shall have the Right right to exercise the option granted in this Section with respect to the Expansion Land of First Opportunity one or more tenants in a single Substitution; provided, however, that all Substitutions under this Section shall reduce the number of remaining Substitutions available to lease the pertinent space as Borrower accordingly. The terms and conditions for Substitution set forth belowin Section 2.12 hereof shall apply with respect to Substitutions applicable to Expansion Land. Notwithstanding Determination of NOI, FMV and the foregoingAllocated Loan Amount, and the allocation thereof as between the Expansion Land and the balance of the Property of which the Expansion Land is a part, shall be made by Lender exercising reasonable discretion. (c) The Remaining Property and/or Borrower shall be in compliance with the following as an additional condition precedent to Substitutions applicable to Expansion Land: (i) The Remaining Property shall comply with all applicable zoning, land use and similar laws, rules, regulations and ordinances of all Governmental Authorities having or claiming jurisdiction thereover, and all other applicable laws, with each such determination assuming the separate ownership and operation of the Remaining Property; (ii) Borrower must provide evidence reasonably acceptable to Lender that (1) all zoning and subdivision approvals of Governmental Authorities having jurisdiction as necessary to create legally identifiable tracts of real property, and separate tax and zoning lots for all real property taxes, have been granted in respect of the Remaining Property; and (2) from and after the Substitution of the Replaced Property, no acts relating to development, further subdivision, construction or use on the Replaced Property can affect in any respect the compliance of the Remaining Property with all Governmental Rules; (iii) Borrower must provide evidence reasonably satisfactory to Lender that, following any such Substitution, the “Existing Third Party Lease” Remaining Property shall have available to it all necessary utility and other services for Expansion Area 3 the development, use, occupancy and operation of the Remaining Property, and adequate, free, unimpeded and unencumbered access for pedestrian and vehicular ingress and egress onto all adjacent public roads; (iv) Borrower must provide Lender with an updated survey of the Remaining Property, reasonably satisfactory to Lender, prepared by a registered land surveyor for the state in which the Remaining Property is located, and certified to the Lender, its successors and assigns, and the title insurer in form reasonably acceptable to Lender, containing metes and bounds legal descriptions of the Remaining Property; (v) Borrower provides Lender with an opinion of counsel reasonably satisfactory to Lender, which opinion shall be in form and substance reasonably satisfactory to Lender, or other evidence reasonably satisfactory to Lender, that the new lease entered into by Landlord with lien of the applicable Mortgage is and continues to constitute a tenant thereof after Tenant has vacated such space as contemplated by Section 2.1(b). If Tenant valid lien on the Remaining Property; and (vi) Borrower shall fail procure from the title insurer insuring the lien of the Mortgages an endorsement to timely exercise its rights Lender's title insurance policy reasonably acceptable to Lender which shall provide, inter alia, that the lien and thereafter lease any space in priority of the Building to which it has applicable Mortgage on the Right of First Opportunity, then the lease or leases thereafter entered into by the Landlord for such spaces Remaining Property shall be deemed unaffected as a result of the Existing Third Party Lease with respect theretorelease of the Replaced Property.

Expansion Rights. Provided that there has been Tenant shall have a right of offer (the "RIGHT OF OFFER") and an expansion option (the "EXPANSION OPTION") each covering approximately twelve thousand (12,000) rentable square feet on either the fifteenth (15th) or seventeenth (17th) floor of the Building (the "RIGHT OF OFFER SPACE" and "EXPANSION OPTION SPACE," respectively), the exact size and location of each of which shall be determined by Landlord in its sole discretion. (a) So long as no Event of Default which exists either at the time that Tenant exercises its Right of Offer or Expansion Option, as the case may be, or at the time that the Right of Offer Space or Expansion Option Space, as the case may be, is uncured and continuing on added to the part Premises (unless such Event of the Tenant, other than any which have Default has been waived by Landlord in its sole discretion), Tenant may elect to lease all (but not part) of the Landlord Right of Offer Space and the Expansion Option Space, or either, upon the terms set forth in this Section 2.3. On or before December 15, 2003, Landlord will offer the Right of Offer Space to Tenant. On or before December 31, 2003, Tenant shall notify Landlord of whether Tenant elects to lease the Right of Offer Space. If Tenant so elects to lease the Right of Offer Space, (i) Landlord will deliver the Right of Offer Space to Tenant on March 1, 2004 for improvement according to the relevant parts of Exhibit C and Article 10, and (ii) Tenant will have the option to lease the Expansion Option Space consisting of the balance of the floor on which the Right of Offer Space is situated by notice given to Landlord on or before December 31, 2004, and (iii) if Tenant so exercises its right to lease the Expansion Option Space, Landlord will deliver the Expansion Option Space on March 1, 2005 for improvement according to the relevant parts of Exhibit C and Article 10. If Tenant does not elect to lease the Right of Offer Space on or before December 31, 2003, then Tenant will be irrevocably deemed to have elected to lease the Expansion Option Space commencing July 1, 2005 according to this Section, Landlord will deliver the Expansion Option Space on March 1, 2005 for improvement according to the relevant parts of Exhibit C and Article 10, and Tenant will have no remaining Right of Offer or Expansion Option. (b) The Base Rent for the Right of Offer Space and Expansion Option Space (either an "EXPANSION SPACE") shall be the Base Rent as of the date of exercise of its rights such Expansion Space is delivered to Tenant under this Section 2.7Section, and shall commence on July 1, 2004 and July 1, 2005, respectively. So long as no Event of Default exists, Landlord will provide an allowance of Twenty Dollars ($20.00) per rentable square foot of the Expansion Space for costs incurred by Tenant is in occupancy improving the Expansion Space in accordance with this Lease. The allowance will be paid within thirty (30) days after Tenant's delivery to Landlord of at least sixty percent (60%) reasonable substantiation of the amounts paid by Tenant in so improving the Expansion Space. Upon the delivery of an Expansion Space to Tenant, the Expansion Space will be part of the Premises for its own business purposes, all purposes of this Lease and Tenant's Percentage Share will be proportionately adjusted. Tenant may apply up to Ten Dollars ($10.00) per rentable square foot of the Premises of the allowance to Base Rent first accruing after the Expansion Space is added to the Premises. The expiration of the Term for an Expansion Space shall be the same as the expiration of the term for the remainder of the Premises. (c) If Tenant shall have exercises the Right of First Opportunity (Offer or Expansion Option, as hereinafter defined) the case may be, pursuant to lease the following spaces: (A) approximately 50,000 rentable square feet on floors oneterms hereof, two and three (“Tenant shall take the Expansion Area 1”) Space added thereto pursuant to the Right of Offer or Expansion Option in its condition as shown on Exhibit B-1 as Suites 330of the Effective Date; if Landlord changes that condition, 200 and 150; (B) approximately 5,388 rentable square feet on it will pay the first floor (“Expansion Area 2”) as shown on Exhibit B-1 as Suite 100; and (C) approximately 7,407 rentable square feet on the first floor (“Expansion Area 3”) as shown on Exhibit B-1 as Suite 180. Notwithstanding the foregoingincremental cost, if at any, of demolition of the Expansion Space as a result of the change in connection with Tenant's improvement of it. (d) Landlord shall not be liable for failure to give possession of an Expansion Space by reason of the holding over or retention of possession of any time during previous tenant, tenants or occupants of same, nor shall such failure impair the Term validity of this Lease, nor extend the Term, but the Rent for such Expansion Space shall be abated until possession thereof is delivered to Tenant. However, Landlord does covenant that it will use reasonable diligence to deliver possession of such Expansion Space to Tenant upon the date above-described. Additionally, if Tenant reasonably believes Landlord is not being diligent in its efforts to deliver possession of such Expansion Space to Tenant, Tenant shall lease Expansion Area 1 so notify Landlord in accordance writing, whereupon Tenant may itself bring such actions or proceedings (which must meet with this Section 2.7Landlord's reasonable approval) necessary to deliver such possession to Tenant, the but Tenant shall thereafter have indemnify and hold harmless Landlord from any and all costs (including attorneys' fees or costs of suit), expenses, damages or liabilities arising thereby. (e) The failure by Tenant to timely give the written notices above-described shall constitute Tenant's decision not to exercise the Right of First Opportunity Offer or Expansion Option, as the case may be, and Tenant shall be considered to lease any tenantable space in the Building which thereafter may become available, subject have forever given up its rights to the other terms and conditions space covered by said Right of this Section 2.7. With respect Offer or Expansion Option, as the case may be. (f) Tenant may not assign its Right of Offer or Expansion Option to each of Xxxxxxxxx Xxxx 0, Xxxxxxxxx Xxxx 0 and Expansion Area 3, following the expiration or earlier termination sublessees of the term space covered by this Lease, but Tenant may assign the Right of the lease for such space in effect as of the date Offer or Expansion Option to assignees of this Lease (“Existing Third Party Lease”)only with prior written consent of Landlord, as the term of such Third Party Lease may have been or hereafter is extended, Tenant which consent shall have the Right of First Opportunity to lease the pertinent space as set forth below. Notwithstanding the foregoing, the “Existing Third Party Lease” for Expansion Area 3 shall not be the new lease entered into by Landlord with a tenant thereof after Tenant has vacated such space as contemplated by Section 2.1(b). If Tenant shall fail to timely exercise its rights and thereafter lease any space in the Building to which it has the Right of First Opportunity, then the lease or leases thereafter entered into by the Landlord for such spaces shall be deemed the Existing Third Party Lease with respect theretounreasonably withheld.

Expansion Rights. Provided (1) To the extent that there has been no Event Tenant’s sublease with a Qualified Subtenant grants rights in favor of Default which is uncured and continuing on such Qualified Subtenant to exercise any of Tenant’s Expansion Options under Paragraphs 34(A) through (K) hereof, and/or rights of first offer under Paragraph 34(N) hereof, then the part Recognition Agreement of such Qualified Subtenant shall provide that the TenantQualified Subtenant may, other than any which have been waived by after the Landlord and the Tenant, as of the date of exercise of its rights under this Section 2.7, and the Tenant is in occupancy of at least sixty percent (60%) of the Premises for its own business purposes, the Tenant shall have the Right of First Opportunity (as hereinafter defined) to lease the following spaces: (A) approximately 50,000 rentable square feet on floors one, two and three (“Expansion Area 1”) as shown on Exhibit B-1 as Suites 330, 200 and 150; (B) approximately 5,388 rentable square feet on the first floor (“Expansion Area 2”) as shown on Exhibit B-1 as Suite 100; and (C) approximately 7,407 rentable square feet on the first floor (“Expansion Area 3”) as shown on Exhibit B-1 as Suite 180. Notwithstanding the foregoing, if at any time during the Term of this Lease, the Tenant shall lease Expansion Area 1 in accordance with this Section 2.7, the Tenant shall thereafter have the Right of First Opportunity to lease any tenantable space in the Building which thereafter may become available, subject to the other terms and conditions of this Section 2.7. With respect to each of Xxxxxxxxx Xxxx 0, Xxxxxxxxx Xxxx 0 and Expansion Area 3, following the expiration termination or earlier termination of the term of the lease for such space in effect as of the date cancellation of this Lease (“Existing Third Party Lease”)or Tenant’s right to possession hereunder) as aforesaid, as only have the term right to exercise: (x) any one (1) of Tenant’s Expansion Options for each 75,000 square feet of Rentable Area leased by such Third Party Lease may Qualified Subtenant at the Building (e.g., a Qualified Subtenant which leases less than 75,000 square feet of Rentable Area at the Building shall not have been or hereafter is extendedany right to exercise any Expansion Option, Tenant a Qualified Subtenant which leases at least 75,000 (but less than 150,000) square feet of Rentable Area at the Building shall have the Right right to exercise one (1) Expansion Option, and a Qualified Subtenant which leases at least 150,000 square feet of First Opportunity Rentable Area at the Building shall have the right to lease exercise two (2) Expansion Options), it being agreed that in the pertinent space as set forth below. Notwithstanding the foregoingevent that such Qualified Subtenant has been granted, pursuant to its sublease, the “Existing Third Party Lease” for right to exercise a greater number of Expansion Area 3 Options than are exercisable pursuant to the preceding terms of this clause (x), the number of such Expansion Options exercisable by such Qualified Subtenant after the termination of this Lease (or Tenant’s right to possession hereunder) as aforesaid shall be reduced to the new lease entered into maximum number of Expansion Options exercisable by Landlord such Qualified Subtenant pursuant to the preceding terms of this clause (x) (and that, subject to such maximum number, the Qualified Subtenant shall have the right to select which of the specific Expansion Options so granted to such Qualified Subtenant will continue to be exercisable after such termination of this Lease (or Tenant’s right to possession hereunder)), and (y) Tenant’s rights of first offer under Paragraph 34(N) hereof only to the extent that (a) such Qualified Subtenant has also been granted the right to exercise one or more of Tenant’s Expansion Options hereunder which remain in effect pursuant to subclause (x) above, and (b) such right of first offer applies only to the floor(s) to which the Expansion Option(s) which remain in effect pursuant to subclause (x) above granted in favor of such Qualified Subtenant applies. (2) To the extent that Tenant’s sublease with a tenant thereof after Tenant has vacated Qualified Subtenant grants rights in favor of such Qualified Subtenant to expand the Subject Space sublet by such Qualified Subtenant by adding thereto a fixed amount of space (which fixed amount of space may be stated as contemplated by Section 2.1(bwithin a range of a designated maximum and a designated minimum square footage on a given floor or floors) within a portion of the Premises not yet sublet to such Qualified Subtenant effective as of a fixed date (as specified in said sublease) (which fixed date may be stated as being within a certain designated window period). If Tenant shall fail to timely exercise its rights and thereafter lease any space in the Building to which it has the Right of First Opportunity, then the lease or leases thereafter entered into by Recognition Agreement of such Qualified Subtenant shall provide that the Landlord for Qualified Subtenant shall have the right to exercise such spaces shall be deemed the Existing Third Party Lease expansion rights with respect thereto.to such portion of the Premises after the termination or cancellation of this Lease (or Tenant’s right to possession hereunder) as aforesaid only to the extent that:

Expansion Rights. Provided that there has been no Event of Default which is uncured and continuing on During the part of the Tenant, other than any which have been waived by the Landlord and the Tenant, as of period from the date of exercise of its rights under this Section 2.7, and the Tenant is in occupancy of at least sixty percent (60%) of the Premises for its own business purposes, the Tenant shall have the Right of First Opportunity (as hereinafter defined) to lease the following spaces: (A) approximately 50,000 rentable square feet on floors one, two and three (“Expansion Area 1”) as shown on Exhibit B-1 as Suites 330, 200 and 150; (B) approximately 5,388 rentable square feet on the first floor (“Expansion Area 2”) as shown on Exhibit B-1 as Suite 100; and (C) approximately 7,407 rentable square feet on the first floor (“Expansion Area 3”) as shown on Exhibit B-1 as Suite 180. Notwithstanding the foregoing, if at any time during the Term of this Lease, the Tenant shall lease Expansion Area 1 in accordance with this Section 2.7, the Tenant shall thereafter have the Right of First Opportunity to lease any tenantable space in the Building which thereafter may become available, subject to the other terms and conditions of this Section 2.7. With respect to each of Xxxxxxxxx Xxxx 0, Xxxxxxxxx Xxxx 0 and Expansion Area 3, following the expiration or earlier termination of the term of the lease for such space in effect as of the date execution of this Lease (“Existing Third Party Lease”)through December 1, as the term of such Third Party Lease may have been or hereafter is extended2008, Tenant shall have the Right right to give notice to Landlord of First Opportunity Tenant’s election to expand the Premises to include as a part thereof a maximum of the entire rentable square feet of the fifth (5th) floor of the Building containing approximately 43,898 rentable square feet of space and a minimum of one-half (1/2) floor portions of the fifth (5th) floor of the Building (the “Expansion Space”) pursuant to the terms of this Section 1.4; provided, however, if Tenant initially elects to lease less than the entire rentable square feet of the fifth (5th) floor of the Building, such space (the “Partial Expansion Space”) must be one (1) continuous block of space (i.e., no gaps) and in such configuration and of such size such that the remaining portion of the fifth (5th) floor of the Building not so initially elected to be leased by Tenant (the “Remaining Expansion Space”) shall be in a commercially reasonable leasable and divisible configuration (and if not, as reasonably determined by Landlord by notice delivered to Tenant within ten (10) business days after Landlord’s receipt of Tenant’s Expansion Space Notice, as defined below, Landlord may reasonably adjust the size and location of the Partial Expansion Space, after consultation with and input from Tenant, such that the Remaining Expansion Space will be in such commercially reasonable leasable and divisible configuration). In addition, if Tenant initially elects to lease any Partial Expansion Space pursuant to the foregoing: (i) Tenant shall continue to have its expansion right set forth in this Section 1.4 with respect to the Remaining Expansion Space, but only with respect to the entire Remaining Expansion Space (and not any portion thereof), which expansion right must be exercised by Tenant, if at all, in accordance with the applicable terms and provisions of this Section 1.4; (ii) Tenant shall be responsible for paying for all costs incurred to construct a finished common corridor for the fifth (5th) floor of the Building and one (1) side of the demising wall separating the Partial Expansion Space leased by Tenant from the Remaining Expansion Space (collectively, the “5th Floor Multi-Tenant Work”); and (iii) Landlord shall be responsible for paying for the cost of installing the finishes for the common elevator lobby for the 5th floor and the HVAC main loop for the Partial Expansion Space (collectively, the “5th Floor Lobby/HVAC Work”). Such 5th Floor Multi-Tenant Work and 5th Floor Lobby/HVAC Work shall be constructed by Landlord and/or Tenant (as mutually determined by the parties, acting reasonably in and good faith and with contractors mutually acceptable to the parties) in accordance with the Building Standards (as defined in the Tenant Work Letter). Tenant’s right to lease the pertinent space as set forth below. Notwithstanding the foregoingExpansion Space (either in its entirety, or with respect to any such Partial Expansion Space and any Remaining Expansion Space) shall be exercised by Tenant, if at all, by Tenant delivering written notice thereof (the “Existing Third Party Lease” Expansion Space Notice”) to Landlord on or before December 1, 2008, which Expansion Space Notice shall specify the particular Expansion Space for Expansion Area 3 shall be the new lease entered into by Landlord with a tenant thereof after which Tenant has vacated such space as contemplated by Section 2.1(b). If Tenant shall fail to timely exercise is exercising its rights and thereafter lease any space in the Building to which it has the Right of First Opportunity, then the lease or leases thereafter entered into by the Landlord for such spaces shall be deemed the Existing Third Party Lease with respect theretoexpansion right.

Expansion Rights. Provided that there has been no Event of Default which is uncured and continuing on the part of the Tenant, other than any which have been waived by the Landlord and the Tenant, as of the date of exercise of its rights under this Section 2.7, and the Tenant is in occupancy of at least sixty percent (60%a) of the Premises for its own business purposes, the Tenant shall have the Right of First Opportunity (as hereinafter defined) right to lease the following spaces: at least nine thousand five hundred (A9,500) approximately 50,000 contiguous rentable square feet on floors one, two and three but not more than nineteen thousand (“Expansion Area 1”19,000) as shown on Exhibit B-1 as Suites 330, 200 and 150; (B) approximately 5,388 rentable square feet on the first floor of which at least nine thousand five hundred (“Expansion Area 2”9,500) as shown on Exhibit B-1 as Suite 100; and (C) approximately 7,407 rentable square feet on shall be contiguous (as initially determined by Tenant, subject to availability with respect to any premises in excess of nine thousand five hundred (9,500) rentable square feet) of the first floor Building (“Expansion Area 3”as determined by Landlord) between March 1, 2003, and February 28, 2004 (as shown on Exhibit B-1 determined by Landlord). Tenant shall exercise such right by written notice to Landlord prior to February 28, 2002. Such notice shall contain the square foot area Tenant wishes to lease. (b) Within one hundred eighty (180) days after receipt of Tenant's notice, Landlord shall notify Tenant of the premises to be leased pursuant to this Section 42.1 and the approximate date of delivery thereof. (c) Landlord shall deliver such premises to Tenant in its then "as Suite 180is" condition; provided, however, that if such premises have not theretofore been improved for another tenant, Landlord shall provide Tenant the sum of Twenty and 00/100 Dollars ($20.00) per rentable square foot of such premises multiplied by a fraction, the numerator of which is the number of calendar months between such delivery and February 2008, and the denominator of which is one hundred twenty (120). Notwithstanding Such allowance shall be used solely for renovations to such premises, which renovations shall be performed by Landlord in accordance with plans and specifications prepared by Landlord and approved by Tenant in accordance with Paragraph (i) of the Rider to Section 4 hereof. Tenant shall pay all such costs of such renovations over and above such allowance, if any. (d) Such premises shall be deemed a part of the Demised Premises for all purposes of this Lease upon the delivery thereof to Tenant and the Basic Rental therefor shall be at the square foot rental for Office Premises set forth in Section 1(g) hereof commencing upon such delivery. Tenant's Share shall be revised to reflect the addition of such premises to the Demised Premises. Landlord and Tenant shall enter into an amendment to this Lease to affect the foregoing. (e) Landlord shall have no liability or responsibility for delays in delivering such premises as a result of any occupant's failure to vacate such premises at the end of its lease, if at any time during the Term but Landlord shall immediately institute proceedings to obtain possession of such premises and this Lease, with respect to such premises, shall not commence until such premises are vacated, renovated and delivered to Tenant as herein provided. (f) Notwithstanding anything herein contained to the contrary, if Tenant shall lease Expansion Area 1 in accordance with this Section 2.7, the Tenant shall thereafter have the Right of First Opportunity to lease any tenantable space in the Building which thereafter may become available, subject additional premises pursuant to the other terms and conditions of Sections 42.2 and/or 42.3 hereof prior to the delivery of such premises pursuant to the terms of this Section 2.7. With respect 42.1, the square foot area of such premises leased pursuant to each of Xxxxxxxxx Xxxx 0, Xxxxxxxxx Xxxx 0 and Expansion Area 3, following Sections 42.2 and/or 42.3 hereof shall be credited against the expiration or earlier termination premises Tenant is entitled to lease pursuant to this Section 42.1. (a) So long as any premises is available on the Fourth Floor of the term of the lease for such space in effect as of the date of this Lease (“Existing Third Party Lease”), as the term of such Third Party Lease may have been or hereafter is extendedBuilding, Tenant shall have the Right of First Opportunity right to lease the pertinent space as same upon the terms and conditions set forth belowin this Section 42.2. Notwithstanding the foregoing, the “Existing Third Party Lease” for Expansion Area 3 shall be the new lease entered into by Landlord with a tenant thereof after Tenant has vacated such space as contemplated by Section 2.1(b). If Tenant shall fail to timely exercise its rights and thereafter lease any space in the Building to which it has the Right of First Opportunity, then the lease or leases thereafter entered into by the Landlord for such spaces Premises shall be deemed available hereunder until the Existing Third Party Lease same has been leased to another tenant and shall not be deemed available during the term of such tenant's lease (as the same may be extended). From time to time, upon Tenant's written request, Landlord shall advise Tenant of what premises on the Fourth Floor are then available. (b) Tenant shall exercise its right to so lease any such available premises by written notice to Landlord, which notice shall designate the premises Tenant wishes to so lease. Such premises shall be of reasonable configuration, with respect theretoreasonable access to elevators, stairways and restrooms and shall be of such a configuration as will leave the balance of such Floor in a reasonable configuration for leasing by others. (c) As soon as such determination is made, Landlord shall deliver such premises to Tenant and Tenant shall accept the same in its then "as is" condition; provided, however, that if such premises have not theretofore been improved for another tenant, Landlord shall provide Tenant the sum of Twenty and 00/100 Dollars ($20.00) per rentable square foot of