Common use of Expansion Space Leases Clause in Contracts

Expansion Space Leases. Subject to the limitations expressed in Section 10.6, Tenant shall have the right and option (“Expansion Rights”) to lease all or a portion of the space available for leasing in the Properties and in Affiliate Owned Properties as either Coterminous Expansion Space or Short Term Expansion Space, as Tenant may elect, on the terms and conditions set forth in this Article X; provided that all Expansion Space leased (a) during any Renewal Term and (b) in any Affiliate Owned Property shall, regardless of Tenant’s election, be regarded as Short Term Expansion Space. Tenant shall exercise an Expansion Right by written reply to a Landlord Expansion Response (any such timely reply, an “Expansion Space Acceptance”), which shall specify, with particularity, (a) the location, approximate Net Rentable Area and configuration of the space described in the Landlord Expansion Response that Tenant desires to lease, (b) whether Tenant desires to lease such space for a term that is coterminous with the Term of this Lease (“Coterminous Expansion Space”) or for a term of five (5) years (“Short Term Expansion Space”) and (c) whether Tenant agrees with Landlord’s opinion of the Fair Market Value of the space that Tenant desires to lease or if Tenant desires to have the same determined by appraisal as provided in Sections 1.4(d) and (e). All space for which Tenant timely exercises an Expansion Right, either as Coterminous Expansion Space or Short Term Expansion Space, shall be referred to as “Expansion Space”.

Expansion Space Leases. Subject to the limitations expressed in Section 10.6, Tenant shall have the right and option (“Expansion Rights”) to lease all or a portion of the space available for leasing in the Properties and in Affiliate Owned Properties as either Coterminous Expansion Space or Short Term Expansion Space, as Tenant may elect, on the terms and conditions set forth in this Article X; provided that all Expansion Space leased (a) during any Renewal Term and (b) in any Affiliate Owned Property shall, regardless of Tenant’s election, be regarded as Short Term Expansion Space. Tenant shall exercise an Expansion Right by written reply to a Landlord Expansion Response (any such timely reply, an “Expansion Space Acceptance”), which shall specify, with particularity, (a) the location, approximate Net Rentable Area and configuration of the space described in the Landlord Expansion Response that Tenant desires to lease, (b) whether Tenant desires to lease such space for a term that is coterminous with the Term of this Lease (“Coterminous Expansion Space”) or for a term of five (5) years (“Short Term Expansion Space”) and (c) whether Tenant agrees with Landlord’s opinion of the Fair Market Value of the space that Tenant desires to lease or if Tenant desires to have the same determined by appraisal as provided in Sections 1.4(d) and (e). All space for which Tenant timely exercises an Expansion Right, either as Coterminous Expansion Space or Short Term Expansion Space, shall be referred to as “Expansion Space”. (a) Purchase Agreement Vacate Space that Tenant elects to add to the Lease Premises under this Lease as Coterminous Expansion Space shall be added on the same terms and conditions as apply to all other Leased Premises as then demised hereunder so that (i) the Annual Basic Rent payable for the Purchase Agreement Vacate Space shall be the same as the Annual Basic Rent payable for all other Leased Premises (except Short Term Expansion Space), calculated as the Net Rentable Area of the Purchase Agreement Vacate Space multiplied by the Annual Basic Rent Factor and (ii) the Term of this Lease with respect to the Purchase Agreement Vacate Space shall be coterminous with the Term of this Lease for all other Leased Premises (except Short Term Expansion Space) in the Property in which the Purchase Agreement Vacate Space are located, including any Renewal Terms, as Tenant may elect; provided that such Coterminous Expansion Space shall not (x) generate Relocation Rights under Section 11.3 if the Purchase Agreement Vacate Space is added to the Leased Premises hereunder while Tenant is in possession thereof or within ten (10) business days following the date on which Tenant surrenders possession of such space to Landlord in conformity with the requirements of Section 11 of the Purchase Agreement or (y) constitute Expansion Space for which Tenant shall at any time be obligated to pay Excess Basic Rent under Section 10.5. (b) Coterminous Expansion Space (other than Purchase Agreement Vacate Space) shall be added as Leased Premises under this Lease on the same terms and conditions as apply to all other Leased Premises as then demised hereunder so that (i) the Annual Basic Rent payable for the Coterminous Expansion Space shall be the same as the Annual Basic Rent payable for all other Leased Premises (except Short Term Expansion Space), calculated as the Net Rentable Area of the Coterminous Expansion Space multiplied by the Annual Basic Rent Factor and (ii) the Term of this Lease with respect to the Coterminous Expansion Space shall be coterminous with the Term of this Lease for all other Leased Premises (except Short Term Expansion Space) in the Property in which the Coterminous Expansion Space are located, including any Renewal Terms, as Tenant may elect. For each square foot of Net Rentable Area of Coterminous Expansion Space (other than Purchase Agreement Vacate Space) added to the Leased Premises by Tenant, Tenant shall receive and be permitted to exercise Relocation Rights as provided in Article XI on Contraction Premises containing up to the same Net Rentable Area; provided that Relocation Rights created by adding any particular Coterminous Expansion Space may only be exercised, if at all, by Tenant’s delivering a Contraction Rights Exercise Notice to Landlord during the eighteen (18) month period following the date on which such Coterminous Expansion Space was added to the Leased Premises and Tenant began paying Rent thereon (such period for each Coterminous Expansion Space, as applicable, the “Relocation Rights Exercise Period”). (c) Short Term Expansion Space (including any Purchase Agreement Vacate Space) shall be added as Leased Premises under this Lease on the same terms and conditions as apply to all other Leased Premises as then demised hereunder, except that (i) the Annual Basic Rent payable for the Short Term Expansion Space shall be the Fair Market Rental Value of the Short Term Expansion Space, determined by appraisal as provided in Sections 1.4(d) and (e), (ii) the Term of this Lease with respect to the Short Term Expansion Space shall be the lesser of (A) five (5) years or (B) the then remaining balance of the Term for the remainder of the Leased Premises in the Property in which the Short Term Expansion Space are located, (iii) Tenant shall have the right, exercisable by written notice to Landlord not less than twelve (12) months prior to the expiration of the then current Term for the Short Term Expansion Space, to renew the Term for the Short Term Expansion Space for one or more periods, as Tenant may elect, each equal to the lesser of (A) five (5) years or (B) the then remaining balance of the Term for the remainder of the Leased Premises in the Property in which the Short Term Expansion Space are located, (iv) the Annual Basic Rent payable in respect of the Short Term Expansion Space during any renewal Term shall be the Fair Market Rental Value of the Short Term Expansion Space, determined as of the date of Tenant’s renewal notice by appraisal as provided in Sections 1.4(d) and (e), (v) Tenant shall not be permitted to exercise Contraction Rights under this Lease with respect to any Short term Expansion Space and (vi) Short Term Expansion Premises leased by Tenant under this Lease shall constitute “Qualifying Expansion Premises” under the URR Agreement. (d) Tenant shall accept all Expansion Space in its “AS - IS” condition, and Rent for all Expansion Space shall commence on the earlier of (i) the date Tenant commences business operation in such Expansion Space or (ii) ninety (90) days following the date on which Landlord delivers such Expansion Space to Tenant free from the rights of other tenants and occupants. Tenant shall pay all costs incident to Tenant’s relocation to, moving into and making the Expansion Premises ready for Tenant’s use and occupancy, which tenant improvement work shall be performed by Tenant in conformity with the provisions of Section 5.2. (e) Promptly following Tenant’s timely exercise of an Expansion Right, Landlord and Tenant shall amend the Lease Supplement for the Property in which the Expansion Space are located and Exhibit A to this Lease to reflect the addition of the Expansion Space to the Leased Premises and to confirm the terms thereof, including the Net Rentable Area of the Expansion Space, the Annual Basic Rent payable in connection therewith, the Term of Expansion Space, the change to Tenant’s Occupancy Percentage resulting from the addition of the Expansion Space and the Fair Market Rental Value of any Coterminous Expansion Space for purposes of calculating Excess Basic Rent, if any, determined by appraisal as provided in Sections 1.4(d) and (e). If the Expansion Space is located in an Affiliate Owned Property, FSG shall cause the Affiliate that owns such property to enter into a separate lease for the Expansion Space with Tenant on the terms and conditions herein set forth and, to the extent applicable, substantially in the form of this Lease. (f) Tenant’s right to lease less than all of the space identified in the Landlord Expansion Response shall be qualified by the requirement that, if Tenant desires to lease less than full floor in a Building, any available space on such partial floor that is not leased by Tenant must have a size and configuration, as reasonably agreed by Landlord and Tenant, that makes it readily leaseable to third party tenants.

Expansion Space Leases. Subject to the limitations expressed in Section 10.6, Tenant shall have the right and option (“Expansion Rights”) to lease all or a portion of the space available for leasing in the Properties and in Affiliate Owned Properties as either Coterminous Expansion Space or Short Term Expansion Space, as Tenant may elect, on the terms and conditions set forth in this Article X; provided that all Expansion Space leased (a) during any Renewal Term and (b) in any Affiliate Owned Property shall, regardless of Tenant’s election, be regarded as Short Term Expansion Space. Tenant shall exercise an Expansion Right by written reply to a Landlord Expansion Response (any such timely reply, an “Expansion Space Acceptance”), which shall specify, with particularity, (a) the location, approximate Net Rentable Area and configuration of the space described in the Landlord Expansion Response that Tenant desires to lease, (b) whether Tenant desires to lease such space for a term that is coterminous with the Term of this Lease (“Coterminous Expansion Space”) or for a term of five (5) years (“Short Term Expansion Space”) and (c) whether Tenant agrees with Landlord’s opinion of the Fair Market Value of the space that Tenant desires to lease or if Tenant desires to have the same determined by appraisal as provided in Sections 1.4(d) and (e). All space for which Tenant timely exercises an Expansion Right, either as Coterminous Expansion Space or Short Term Expansion Space, shall be referred to as “Expansion Space”. (a) Purchase Agreement Vacate Space that Tenant elects to add to the Lease Premises under this Lease as Coterminous Expansion Space shall be added on the same terms and conditions as apply to all other Leased Premises as then demised hereunder so that (i) the Annual Basic Rent payable for the Purchase Agreement Vacate Space shall be the same as the Annual Basic Rent payable for all other Leased Premises (except Short Term Expansion Space), calculated as the Net Rentable Area of the Purchase Agreement Vacate Space multiplied by the Annual Basic Rent Factor and (ii) the Term of this Lease with respect to the Purchase Agreement Vacate Space shall be coterminous with the Term of this Lease for all other Leased Premises (except Short Term Expansion Space) in the Property in which the Purchase Agreement Vacate Space are located, including any Renewal Terms, as Tenant may elect; provided that such Coterminous Expansion Space shall not (x) generate Relocation Rights under Section 11.3 if the Purchase Agreement Vacate Space is added to the Leased Premises hereunder while Tenant is in possession thereof or within ten (10) business days following the date on which Tenant surrenders possession of such space to Landlord in conformity with the requirements of Section 11 of the Purchase Agreement or (y) constitute Expansion Space for which Tenant shall at any time be obligated to pay Excess Basic Rent under Section 10.5. (b) Coterminous Expansion Space (other than Purchase Agreement Vacate Space) shall be added as Leased Premises under this Lease on the same terms and conditions as apply to all other Leased Premises as then demised hereunder so that (i) the Annual Basic Rent payable for the Coterminous Expansion Space shall be the same as the Annual Basic Rent payable for all other Leased Premises (except Short Term Expansion Space), calculated as the Net Rentable Area of the Coterminous Expansion Space multiplied by the Annual Basic Rent Factor and (ii) the Term of this Lease with respect to the Coterminous Expansion Space shall be coterminous with the Term of this Lease for all other Leased Premises (except Short Term Expansion Space) in the Property in which the Coterminous Expansion Space are located, including any Renewal Terms, as Tenant may elect. For each square foot of Net Rentable Area of Coterminous Expansion Space (other than Purchase Agreement Vacate Space) added to the Leased Premises by Tenant, Tenant shall receive and be permitted to exercise Relocation Rights as provided in Article XI on Contraction Premises containing up to the same Net Rentable Area; provided that Relocation Rights created by adding any particular Coterminous Expansion Space may only be exercised, if at all, by Tenant’s delivering a Contraction Rights Exercise Notice to Landlord during the eighteen (18) month period following the date on which such Coterminous Expansion Space was added to the Leased Premises and Tenant began paying Rent thereon (such period for each Coterminous Expansion Space, as applicable, the “Relocation Rights Exercise Period”). (c) Short Term Expansion Space (including any Purchase Agreement Vacate Space) shall be added as Leased Premises under this Lease on the same terms and conditions as apply to all other Leased Premises as then demised hereunder, except that (i) the Annual Basic Rent payable for the Short Term Expansion Space shall be the Fair Market Rental Value of the Short Term Expansion Space, determined by appraisal as provided in Sections 1.4(d) and (e), (ii) the Term of this Lease with respect to the Short Term Expansion Space shall be the lesser of (A) five (5) years or (B) the then remaining balance of the Term for the remainder of the Leased Premises in the Property in which the Short Term Expansion Space are located, (iii) Tenant shall have the right, exercisable by written notice to Landlord not less than twelve (12) months prior to the expiration of the then current Term for the Short Term Expansion Space, to renew the Term for the Short Term Expansion Space for one or more periods, as Tenant may elect, each equal to the lesser of (A) five (5) years or (B) the then remaining balance of the Term for the remainder of the Leased Premises in the Property in which the Short Term Expansion Space are located, (iv) the Annual Basic Rent payable in respect of the Short Term Expansion Space during any renewal Term shall be the Fair Market Rental Value of the Short Term Expansion Space, determined as of the date of Tenant’s renewal notice by appraisal as provided in Sections 1.4(d) and (e), (v) Tenant shall not be permitted to exercise Contraction Rights under this Lease with respect to any Short term Expansion Space and (vi) Short Term Expansion Premises leased by Tenant under this Lease shall constitute “Qualifying Expansion Premises” under the URR Agreement. (d) Tenant shall accept all Expansion Space in its “AS—IS” condition, and Rent for all Expansion Space shall commence on the earlier of (i) the date Tenant commences business operation in such Expansion Space or (ii) ninety (90) days following the date on which Landlord delivers such Expansion Space to Tenant free from the rights of other tenants and occupants. Tenant shall pay all costs incident to Tenant’s relocation to, moving into and making the Expansion Premises ready for Tenant’s use and occupancy, which tenant improvement work shall be performed by Tenant in conformity with the provisions of Section 5.2. (e) Promptly following Tenant’s timely exercise of an Expansion Right, Landlord and Tenant shall amend the Lease Supplement for the Property in which the Expansion Space are located and Exhibit A to this Lease to reflect the addition of the Expansion Space to the Leased Premises and to confirm the terms thereof, including the Net Rentable Area of the Expansion Space, the Annual Basic Rent payable in connection therewith, the Term of Expansion Space, the change to Tenant’s Occupancy Percentage resulting from the addition of the Expansion Space and the Fair Market Rental Value of any Coterminous Expansion Space for purposes of calculating Excess Basic Rent, if any, determined by appraisal as provided in Sections 1.4(d) and (e). If the Expansion Space is located in an Affiliate Owned Property, FSG shall cause the Affiliate that owns such property to enter into a separate lease for the Expansion Space with Tenant on the terms and conditions herein set forth and, to the extent applicable, substantially in the form of this Lease. (f) Tenant’s right to lease less than all of the space identified in the Landlord Expansion Response shall be qualified by the requirement that, if Tenant desires to lease less than full floor in a Building, any available space on such partial floor that is not leased by Tenant must have a size and configuration, as reasonably agreed by Landlord and Tenant, that makes it readily leaseable to third party tenants.

Expansion Space Leases. Subject to the limitations expressed in Section 10.610.5, Tenant shall have the right and option (“"Expansion Rights”") to lease all or a portion of the available space available for leasing identified in the Properties and in Affiliate Owned Properties Landlord Expansion Response as either Coterminous Expansion Space or Short Term Expansion Space, as Tenant may elect, on the following terms and conditions set forth in this Article Xconditions; provided that all Expansion Space leased (a) during any Renewal Term and (b) in any Affiliate Owned Property shall, regardless of Tenant’s 's election, be regarded as Short Term Expansion Space. Tenant shall exercise an Expansion Right by written reply to a Landlord Expansion Response (any such timely reply, an “"Expansion Space Acceptance”"), which shall specify, with particularity, (a) the location, approximate Net Rentable Area and configuration of the space described in the Landlord Expansion Response that Tenant desires to lease, (b) whether Tenant desires to lease such space for a term that is coterminous with the Term of this Lease (“"Coterminous Expansion Space”") or for a term of five (5) years years, plus renewals (“"Short Term Expansion Space”) "), and (c) whether Tenant agrees with Landlord’s 's opinion of the Fair Market Value of the space that Tenant desires to lease or if Tenant desires to have the same determined by appraisal as provided in Sections 1.4(d) and (e). All space for which Tenant timely exercises an Expansion Right, either as Coterminous Expansion Space or Short Term Expansion Space, shall be referred to as “"Expansion Space”". (a) Except for Tenant's obligation to pay Excess Basic Rent, if any, for Coterminous Expansion Space to the extent provided in Section 10.4, Coterminous Expansion Space shall be added as Leased Premises under this Lease on the same terms and conditions as apply to all other Leased Premises (except Short Term Expansion Space) as then demised hereunder, so that (i) the Annual Basic Rent payable for the Coterminous Expansion Space be the same as the Annual Base Rent payable for all other Leased Premises (except Short Term Expansion Space), calculated as the Net Rentable Area of the Coterminous Expansion Space multiplied by the Annual Basic Rent Factor and (ii) the Term of this Lease with respect to the Coterminous Expansion Space shall be coterminous with the Term of this Lease for all other Leased Premises (except Short Term Expansion Space) in the Project in which the Coterminous Expansion Space are located, including any Renewal Terms, as Tenant may elect. For each square foot of Net Rentable Area of Coterminous Expansion Space added to the Leased Premises by Tenant, Tenant shall receive and be permitted to exercise Relocation Rights as provided in Article XI on Vacate Premises containing up to the same Net Rentable Area; provided that Relocation Rights created by adding any particular Coterminous Expansion Space may only be exercised, if at all, by Tenant's delivering a Contraction Rights Exercise Notice to Landlord during the eighteen (18) month period following the date on which such Coterminous Expansion Space was added to the Leased Premises and Tenant began paying Rent thereon (such period for each Coterminous Expansion Space, as applicable, the "Relocation Rights Exercise Period"). (b) Short Term Expansion Space shall be added as Leased Premises under this Lease on the same terms and conditions as apply to all other Leased Premises as then demised hereunder, except that (i) the Annual Basic Rent payable for the Short Term Expansion Space shall be the Fair Market Rental Value of the Short Term Expansion Space, determined by appraisal as provided in Sections 1.4(d) and (e), (ii) the Term of this Lease with respect to the Short Term Expansion Space shall be the lesser of (A) five (5) years or (B) the then remaining balance of the Term for the remainder of the Leased Premises in the Project in which the Short Term Expansion Space are located, (iii) Tenant shall have the right, exercisable by written notice to Landlord not less than twelve (12) months prior to the expiration of the then current Term for the Short Term Expansion Space, to renew the Term for the Short Term Expansion Space for one or more periods, as Tenant may elect, each equal to the lesser of (A) five (5) years or (B) the then remaining balance of the Term for the remainder of the Leased Premises in the Project in which the Short Term Expansion Space are located, (iv) the Annual Basic Rent payable in respect of the Short Term Expansion Space during any renewal Term shall be the Fair Market Rental Value of the Short Term Expansion Space, determined as of the date of Tenant's renewal notice by appraisal as provided in Sections 1.4(d) and (e) and (v) Tenant shall not be permitted to exercise Contraction Rights with respect to any Short term Expansion Space. (c) Tenant shall accept all Expansion Space in its "AS - IS" condition, and Rent for all Expansion Space shall commence on the earlier of (i) the date Tenant commences business operation in such Expansion Space or (ii) ninety (90) days following the date on which Landlord delivers such Expansion Space to Tenant free from the rights of other tenants and occupants. Tenant shall pay all costs incident to Tenant's relocation to, moving into and making the Expansion Premises ready for Tenant's use and occupancy, which tenant improvement work shall be performed by Tenant in conformity with the provisions of Section 5.2. (d) Promptly following Tenant's timely exercise of an Expansion Right, Landlord and Tenant shall amend the Lease Supplement for the Project in which the Expansion Space are located and Exhibit A to this Lease to reflect the addition of the Expansion Space to the Leased Premises and to confirm the terms thereof, including the Net Rentable Area of the Expansion Space, the Annual Basic Rent payable in connection therewith, the Term of Expansion Space, the change to Tenant's Occupancy Percentage resulting from the addition of the Expansion Space and the Fair Market Rental Value of any Coterminous Expansion Space for purposes of calculating Excess Basic Rent, if any, determined by appraisal as provided in Sections 1.4(d) and (e). If the Expansion Space is located in an Affiliate Owned Property, FSG shall cause the Affiliate that owns such property to enter into a separate lease for the Expansion Space with Tenant on the terms and conditions herein set forth and, to the extent applicable, substantially in the form of this Lease. (e) Tenant's right to lease less than all of the space identified in the Landlord Expansion Response shall be qualified by the requirement that, if Tenant desires to lease less than full floor in a Building, any available space on such partial floor that is not leased by Tenant must have a size and configuration, as reasonably agreed by Landlord and Tenant, that makes it readily leaseable to third party tenants.