Common use of Expansion Space Leases Clause in Contracts

Expansion Space Leases. Tenant, from and after its receipt of any Landlord Expansion Response, shall have the right (each, an “Expansion Right”) to lease hereunder all, or one or more portions, of the Available Leasable Areas identified in such Landlord Expansion Response (the portions of the Available Leasable Areas as to which Tenant exercises its Expansion Right being herein called “Expansion Space”), either, at Tenant’s election, (A) on a coterminous basis as herein-after provided (any such Expansion Space being herein called “Coterminous Expansion Space”) (provided, that Tenant may not elect to lease Expansion Space on coterminous basis under this clause (A) after the expiration of the fifteenth (15th) Lease Year), or (B) on a short term basis as herein-after provided (any such Expansion Space being herein called “Short-Term Expansion Space”). Tenant shall exercise an Expansion Right by written reply to a Landlord Expansion Response (each, an “Expansion Space Acceptance”), which shall specify, with particularity, (i) the Expansion Space, including the location, approximate Net Rentable Area and configuration of the same, (ii) whether Tenant is electing to lease such Expansion Space as Coterminous Expansion Space or Short-Term Expansion Space, and (iii) in any case that Tenant elects to lease ________________________________________________________________________________________________________________________ such Expansion Space as Short-Term Expansion Space, whether or not Tenant agrees with Landlord’s opinion of the Fair Market Value Per RSF of such Expansion Space. Tenant’s right to specify Expansion Space comprising less than all of the Available Leasable Areas identified in the Landlord Expansion Response shall be qualified by the requirement that Tenant may only specify Expansion Space comprised of less than all the Available Leasable Areas on a particular floor of the Building if the portion of the Available Leasable Areas on such floor that is not so specified is of a size and configuration that makes it separately leasable to third party tenants. For a period of seven (7) Business Days after its receipt of the Landlord Expansion Response (“Tenant’s Exclusive Period”), Tenant’s Expansion Right shall be an exclusive right or option (i.e., not subject to any Third Party Leasing Rights, except as provided in Section 10.4(a) hereof); after Tenant’s Exclusive Period, Tenant’s Expansion Right shall be a non-exclusive right or option (i.e., subject to any Third Party Leasing Rights granted after the end of Tenant’s Exclusive Period and prior to the delivery of the Expansion Acceptance). All Expansion Space shall be added to the Leased Premises, upon, subject to, and in accordance with, the provisions: (a) Landlord shall deliver to Tenant, and Tenant shall accept, the Expansion Space in its “AS - IS” condition (as of the date of the Expansion Space Acceptance), except that Landlord, at its expense, shall cause the same to be placed in Separately Leasable Condition. Tenant shall be solely responsible for all the costs of Tenant’s moving into and making the Expansion Space ready for Tenant’s initial use and occupancy, including the making of any Alterations, which shall be performed by Tenant in conformity with the provisions of Section 5.2 hereof. (b) Landlord shall deliver exclusive vacant possession of the Expansion Space to Tenant (in such required condition) on, or prior to, the date (the “Scheduled Delivery Date”) that is later of (i) the Availability Date with respect to such Expansion Space, and (ii) the date that is thirty (30) days after Tenant’s delivery of the Expansion Space Acceptance (the term “Actual Delivery Date” shall mean the date, if any, that Landlord actually delivers exclusive vacant possession of the Expansion Space to Tenant (in the required condition)). If, by reason of one or more Force Majeure Events, Landlord is unable to cause the Actual Delivery Date to occur on or prior to the Scheduled Delivery Date, then Landlord shall use all commercially reasonable efforts to cause the Actual Delivery Date to occur as soon as possible thereafter (such obligation to use reasonable efforts to include, in cases of the holdover of a prior tenant or occupant, the institution and prosecution of holdover or other appropriate proceedings against such prior tenant or occupant). If, for any reason, the Actual Delivery Date does not occur on or prior to the date that is sixty (60) days after the Scheduled Delivery Date, then, at any time thereafter until the Actual Delivery Date shall occur, Tenant shall have the right (at its option) to rescind its delivery of the Expansion Space Acceptance with respect to such Expansion Space (it being agreed that such rescission right shall be Tenant’s sole remedy if Landlord’s inability to cause the Actual Delivery Date to occur on or prior to the Scheduled Delivery Date was the result of Force Majeure Events and Landlord complied with its aforesaid obligation to use reasonable efforts).

Expansion Space Leases. TenantSubject to the limitations expressed in Section 10.6, from and after its receipt of any Landlord Expansion Response, Tenant shall have the right and option (each, an “Expansion RightRights”) to lease hereunder all, all or one or more portions, a portion of the Available Leasable Areas identified space available for leasing in such Landlord Expansion Response (the portions of the Available Leasable Areas Properties and in Affiliate Owned Properties as to which Tenant exercises its Expansion Right being herein called “Expansion Space”), either, at Tenant’s election, (A) on a coterminous basis as herein-after provided (any such Expansion Space being herein called “Coterminous Expansion Space”) (provided, that Tenant may not elect to lease Expansion Space on coterminous basis under this clause (A) after the expiration of the fifteenth (15th) Lease Year), or (B) on a short term basis as herein-after provided (any such Expansion Space being herein called “Short-Term Expansion Space”). Tenant shall exercise an Expansion Right by written reply to a Landlord Expansion Response (each, an “Expansion Space Acceptance”), which shall specify, with particularity, (i) the Expansion Space, including the location, approximate Net Rentable Area and configuration of the same, (ii) whether Tenant is electing to lease such Expansion Space as either Coterminous Expansion Space or Short-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 (iiia) in during any case that Tenant elects to lease ________________________________________________________________________________________________________________________ such Expansion Space Renewal Term and (b) in any Affiliate Owned Property shall, regardless of Tenant’s election, be regarded as Short-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 not 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 Per RSF 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 specify Expansion Space comprising lease less than all of the Available Leasable Areas space identified in the Landlord Expansion Response shall be qualified by the requirement that that, if Tenant may only specify Expansion Space comprised of desires to lease less than all the Available Leasable Areas on full floor in a particular floor of the Building if the portion of the Available Leasable Areas Building, any available space on such partial floor that is not so specified is of leased by Tenant ________________________________________________________________________________________________________________________ must have a size and configuration configuration, as reasonably agreed by Landlord and Tenant, that makes it separately leasable readily leaseable to third party tenants. For a period of seven (7) Business Days after its receipt of the Landlord Expansion Response (“Tenant’s Exclusive Period”), Tenant’s Expansion Right shall be an exclusive right or option (i.e., not subject to any Third Party Leasing Rights, except as provided in Section 10.4(a) hereof); after Tenant’s Exclusive Period, Tenant’s Expansion Right shall be a non-exclusive right or option (i.e., subject to any Third Party Leasing Rights granted after the end of Tenant’s Exclusive Period and prior to the delivery of the Expansion Acceptance). All Expansion Space shall be added to the Leased Premises, upon, subject to, and in accordance with, the provisions: (a) Landlord shall deliver to Tenant, and Tenant shall accept, the Expansion Space in its “AS - IS” condition (as of the date of the Expansion Space Acceptance), except that Landlord, at its expense, shall cause the same to be placed in Separately Leasable Condition. Tenant shall be solely responsible for all the costs of Tenant’s moving into and making the Expansion Space ready for Tenant’s initial use and occupancy, including the making of any Alterations, which shall be performed by Tenant in conformity with the provisions of Section 5.2 hereof. (b) Landlord shall deliver exclusive vacant possession of the Expansion Space to Tenant (in such required condition) on, or prior to, the date (the “Scheduled Delivery Date”) that is later of (i) the Availability Date with respect to such Expansion Space, and (ii) the date that is thirty (30) days after Tenant’s delivery of the Expansion Space Acceptance (the term “Actual Delivery Date” shall mean the date, if any, that Landlord actually delivers exclusive vacant possession of the Expansion Space to Tenant (in the required condition)). If, by reason of one or more Force Majeure Events, Landlord is unable to cause the Actual Delivery Date to occur on or prior to the Scheduled Delivery Date, then Landlord shall use all commercially reasonable efforts to cause the Actual Delivery Date to occur as soon as possible thereafter (such obligation to use reasonable efforts to include, in cases of the holdover of a prior tenant or occupant, the institution and prosecution of holdover or other appropriate proceedings against such prior tenant or occupant). If, for any reason, the Actual Delivery Date does not occur on or prior to the date that is sixty (60) days after the Scheduled Delivery Date, then, at any time thereafter until the Actual Delivery Date shall occur, Tenant shall have the right (at its option) to rescind its delivery of the Expansion Space Acceptance with respect to such Expansion Space (it being agreed that such rescission right shall be Tenant’s sole remedy if Landlord’s inability to cause the Actual Delivery Date to occur on or prior to the Scheduled Delivery Date was the result of Force Majeure Events and Landlord complied with its aforesaid obligation to use reasonable efforts).

Expansion Space Leases. Tenant, from and after its receipt of any Landlord Expansion Response, shall have the right (each, an “Expansion Right”) to lease hereunder all, or one or more portions, of the Available Leasable Areas identified in such Landlord Expansion Response (the portions of the Available Leasable Areas as to which Tenant exercises its Expansion Right being herein called “Expansion Space”), either, at Tenant’s election, (A) on a coterminous basis as herein-after provided (any such Expansion Space being herein called “Coterminous Expansion Space”) (provided, that Tenant may not elect to lease Expansion Space on coterminous basis under this clause (A) after the expiration of the fifteenth (15th) Lease Year), or (B) on a short term basis as herein-after provided (any such Expansion Space being herein called “Short-Term Expansion Space”). Tenant shall exercise an Expansion Right by written reply to a Landlord Expansion Response (each, an “Expansion Space Acceptance”), which shall specify, with particularity, (i) the Expansion Space, including the location, approximate Net Rentable Area and configuration of the same, (ii) whether Tenant is electing to lease such Expansion Space as Coterminous Expansion Space or Short-Term Expansion Space, and (iii) in any case that Tenant elects to lease ________________________________________________________________________________________________________________________ such Expansion Space as Short-Term Expansion Space, whether or not Tenant agrees with Landlord’s opinion of the Fair Market Value Per RSF of such Expansion Space. Tenant’s right to specify Expansion Space comprising less than all of the Available Leasable Areas identified in the Landlord Expansion Response shall be qualified by the requirement that Tenant may only specify Expansion Space comprised of less than all the Available Leasable Areas on a particular floor of the Building if the portion of the Available Leasable Areas on such floor that is not so specified is of a size and configuration that makes it separately leasable to third party tenants. For a period of seven (7) Business Days after its receipt of the Landlord Expansion Response (“Tenant’s Exclusive Period”), Tenant’s Expansion Right shall be an exclusive right or option (i.e., not subject to any Third Party Leasing Rights, except as provided in Section 10.4(a) hereof); after Tenant’s Exclusive Period, Tenant’s Expansion Right shall be a non-exclusive right or option (i.e., subject to any Third Party Leasing Rights granted after the end of Tenant’s Exclusive Period and prior to the delivery of the Expansion Acceptance). All Expansion Space shall be added to the Leased Premises, upon, subject to, and in accordance with, the provisions: (a) Landlord shall deliver to Tenant, and Tenant shall accept, the Expansion Space in its “AS - IS” condition (as of the date of the Expansion Space Acceptance), except that Landlord, at its expense, shall cause the same to be placed in Separately Leasable Condition. Tenant shall be solely responsible for all the costs of Tenant’s moving into and making the Expansion Space ready for Tenant’s initial use and occupancy, including the making of any Alterations, which shall be performed by Tenant in conformity with the provisions of Section 5.2 hereof. (b) Landlord shall deliver exclusive vacant possession of the Expansion Space to Tenant (in such required condition) on, or prior to, the date (the “Scheduled Delivery Date”) that is later of (i) the Availability Date with respect to such Expansion Space, and (ii) the date that is thirty (30) days after Tenant’s delivery of the Expansion Space Acceptance (the term “Actual Delivery Date” shall mean the date, if any, that Landlord actually delivers exclusive vacant possession of the Expansion Space to Tenant (in the required condition)). If, by reason of one or ________________________________________________________________________________________________________________________ more Force Majeure Events, Landlord is unable to cause the Actual Delivery Date to occur on or prior to the Scheduled Delivery Date, then Landlord shall use all commercially reasonable efforts to cause the Actual Delivery Date to occur as soon as possible thereafter (such obligation to use reasonable efforts to include, in cases of the holdover of a prior tenant or occupant, the institution and prosecution of holdover or other appropriate proceedings against such prior tenant or occupant). If, for any reason, the Actual Delivery Date does not occur on or prior to the date that is sixty (60) days after the Scheduled Delivery Date, then, at any time thereafter until the Actual Delivery Date shall occur, Tenant shall have the right (at its option) to rescind its delivery of the Expansion Space Acceptance with respect to such Expansion Space (it being agreed that such rescission right shall be Tenant’s sole remedy if Landlord’s inability to cause the Actual Delivery Date to occur on or prior to the Scheduled Delivery Date was the result of Force Majeure Events and Landlord complied with its aforesaid obligation to use reasonable efforts).

Expansion Space Leases. Tenant, from and after its receipt of any Landlord Expansion Response, shall have the right (each, an “Expansion Right”) to lease hereunder all, or one or more portions, of the Available Leasable Areas identified in such Landlord Expansion Response (the portions of the Available Leasable Areas as to which Tenant exercises its Expansion Right being herein called “Expansion Space”), either, at Tenant’s election, (A) on a coterminous basis as herein-after provided (any such Expansion Space being herein called “Coterminous Expansion Space”) (provided, that Tenant may not elect to lease Expansion Space on coterminous basis under this clause (A) after the expiration of the fifteenth (15th) Lease Year), or (B) on a short term basis as herein-after provided (any such Expansion Space being herein called “Short-Term Expansion Space”). Tenant shall exercise an Expansion Right by written reply to a Landlord Expansion Response (each, an “Expansion Space Acceptance”), which shall specify, with particularity, (i) the Expansion Space, including the location, approximate Net Rentable Area and configuration of the same, (ii) whether Tenant is electing to lease such Expansion Space as Coterminous Expansion Space or Short-Term Expansion Space, and (iii) in any case that Tenant elects to lease ________________________________________________________________________________________________________________________ such Expansion Space as Short-Term Expansion Space, whether or not Tenant agrees with Landlord’s opinion of the Fair Market Value Per RSF of such Expansion Space. Tenant’s right to specify Expansion Space comprising less than all of the Available Leasable Areas identified in the Landlord Expansion Response shall be qualified by the requirement that Tenant may only specify Expansion Space comprised of less than all the Available Leasable Areas on a particular floor of the Building if the portion of the Available Leasable Areas on such floor that is not so specified is of a size and configuration that makes it separately leasable to third party tenants. For a period of seven (7) Business Days after its receipt of the Landlord Expansion Response (“Tenant’s Exclusive Period”), Tenant’s 's Expansion Right shall be an exclusive right or option (i.e., not subject to any Third Party Leasing Rights, except as provided in Section 10.4(a) hereof); after Tenant’s 's Exclusive Period, Tenant’s 's Expansion Right shall be a non-exclusive right or option (i.e., subject to any Third Party Leasing Rights granted after the end of Tenant’s 's Exclusive Period and prior to the delivery of the Expansion Acceptance). All Expansion Space shall be added to the Leased Premises, upon, subject to, and in accordance with, the provisions: (a) Landlord shall deliver to Tenant, and Tenant shall accept, the Expansion Space in its “AS - IS” condition (as of the date of the Expansion Space Acceptance), except that Landlord, at its expense, shall cause the same to be placed in Separately Leasable Condition. Tenant shall be solely responsible for all the costs of Tenant’s moving into and making the Expansion Space ready for Tenant’s initial use and occupancy, including the making of any Alterations, which shall be performed by Tenant in conformity with the provisions of Section 5.2 hereof. (b) Landlord shall deliver exclusive vacant possession of the Expansion Space to Tenant (in such required condition) on, or prior to, the date (the “Scheduled Delivery Date”) that is later of (i) the Availability Date with respect to such Expansion Space, and (ii) the date that is thirty (30) days after Tenant’s delivery of the Expansion Space Acceptance (the term “Actual Delivery Date” shall mean the date, if any, that Landlord actually delivers exclusive vacant possession of the Expansion Space to Tenant (in the required condition)). If, by reason of one or more Force Majeure Events, Landlord is unable to cause the Actual Delivery Date to occur on or prior to the Scheduled Delivery Date, then Landlord shall use all commercially reasonable efforts to cause the Actual Delivery Date to occur as soon as possible thereafter (such obligation to use reasonable efforts to include, in cases of the holdover of a prior tenant or occupant, the institution and prosecution of holdover or other appropriate proceedings against such prior tenant or occupant). If, for any reason, the Actual Delivery Date does not occur on or prior to the date that is sixty (60) days after the Scheduled Delivery Date, then, at any time thereafter until the Actual Delivery Date shall occur, Tenant shall have the right (at its option) to rescind its delivery of the Expansion Space Acceptance with respect to such Expansion Space (it being agreed that such rescission right shall be Tenant’s sole remedy if Landlord’s inability to cause the Actual Delivery Date to occur on or prior to the Scheduled Delivery Date was the result of Force Majeure Events and Landlord complied with its aforesaid obligation to use reasonable efforts).

Expansion Space Leases. Tenant[Note: Five Year Term Separate Leases must be revised to eliminate option of "Coterminous Expansion Space"] Subject to the limitations expressed in Section 10.5, from and after its receipt of any Landlord Expansion Response, Tenant shall have the right and option (each, an “"Expansion Right”Rights") to lease hereunder all, all or one or more portions, a portion of the Available Leasable Areas available space identified in such the Landlord Expansion Response (the portions of the Available Leasable Areas as to which Tenant exercises its Expansion Right being herein called “Expansion Space”), either, at Tenant’s election, (A) on a coterminous basis as herein-after provided (any such either Coterminous Expansion Space being herein called “Coterminous Expansion Space”) (provided, that Tenant may not elect to lease Expansion Space on coterminous basis under this clause (A) after the expiration of the fifteenth (15th) Lease Year), or (B) on a short term basis as herein-after provided (any such Expansion Space being herein called “Short-Short Term Expansion Space”), as Tenant may elect, on the following terms and conditions; provided that all Expansion Space leased during any Renewal Term, regardless of Tenant's election, shall be regarded as Short Term Expansion Space. Tenant shall exercise an Expansion Right by written reply to a Landlord Expansion Response (eachany such timely reply, an “"Expansion Space Acceptance”"), which shall specify, with particularity, (ia) the Expansion Space, including the location, approximate Net Rentable Area and configuration of the samespace described in the Landlord Expansion Response that Tenant desires to lease, (iib) whether Tenant is electing desires to lease such Expansion Space as space for a term that is coterminous with the Term of this Lease ("Coterminous Expansion Space Space") or Short-for a term of five (5) years, plus renewals ("Short Term Expansion Space"), and (iiic) in any case that Tenant elects to lease ________________________________________________________________________________________________________________________ such Expansion Space as Short-Term Expansion Space, whether or not Tenant agrees with Landlord’s 's opinion of the Fair Market Value Per RSF 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) 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 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 Project including any Renewal Terms, as Tenant may elect. (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, (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, (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). (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 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 's Occupancy Percentage resulting from the addition of the Expansion Space. (e) Tenant's right to specify Expansion Space comprising lease less than all of the Available Leasable Areas space identified in the Landlord Expansion Response shall be qualified by the requirement that that, if Tenant may only specify Expansion Space comprised of desires to lease less than all the Available Leasable Areas on full floor in a particular floor of the Building if the portion of the Available Leasable Areas Building, any available space on such partial floor that is not so specified is of leased by Tenant must have a size and configuration configuration, as reasonably agreed by Landlord and Tenant, that makes it separately leasable readily leaseable to third party tenants. For a period of seven (7) Business Days after its receipt of the Landlord Expansion Response (“Tenant’s Exclusive Period”), Tenant’s Expansion Right shall be an exclusive right or option (i.e., not subject to any Third Party Leasing Rights, except as provided in Section 10.4(a) hereof); after Tenant’s Exclusive Period, Tenant’s Expansion Right shall be a non-exclusive right or option (i.e., subject to any Third Party Leasing Rights granted after the end of Tenant’s Exclusive Period and prior to the delivery of the Expansion Acceptance). All Expansion Space shall be added to the Leased Premises, upon, subject to, and in accordance with, the provisions: (a) Landlord shall deliver to Tenant, and Tenant shall accept, the Expansion Space in its “AS - IS” condition (as of the date of the Expansion Space Acceptance), except that Landlord, at its expense, shall cause the same to be placed in Separately Leasable Condition. Tenant shall be solely responsible for all the costs of Tenant’s moving into and making the Expansion Space ready for Tenant’s initial use and occupancy, including the making of any Alterations, which shall be performed by Tenant in conformity with the provisions of Section 5.2 hereof. (b) Landlord shall deliver exclusive vacant possession of the Expansion Space to Tenant (in such required condition) on, or prior to, the date (the “Scheduled Delivery Date”) that is later of (i) the Availability Date with respect to such Expansion Space, and (ii) the date that is thirty (30) days after Tenant’s delivery of the Expansion Space Acceptance (the term “Actual Delivery Date” shall mean the date, if any, that Landlord actually delivers exclusive vacant possession of the Expansion Space to Tenant (in the required condition)). If, by reason of one or more Force Majeure Events, Landlord is unable to cause the Actual Delivery Date to occur on or prior to the Scheduled Delivery Date, then Landlord shall use all commercially reasonable efforts to cause the Actual Delivery Date to occur as soon as possible thereafter (such obligation to use reasonable efforts to include, in cases of the holdover of a prior tenant or occupant, the institution and prosecution of holdover or other appropriate proceedings against such prior tenant or occupant). If, for any reason, the Actual Delivery Date does not occur on or prior to the date that is sixty (60) days after the Scheduled Delivery Date, then, at any time thereafter until the Actual Delivery Date shall occur, Tenant shall have the right (at its option) to rescind its delivery of the Expansion Space Acceptance with respect to such Expansion Space (it being agreed that such rescission right shall be Tenant’s sole remedy if Landlord’s inability to cause the Actual Delivery Date to occur on or prior to the Scheduled Delivery Date was the result of Force Majeure Events and Landlord complied with its aforesaid obligation to use reasonable efforts).

Expansion Space Leases. Tenant, from and after its receipt of any Landlord Expansion Response, shall have the right (each, an “Expansion Right”) to lease hereunder all, or one or more portions, of the Available Leasable Areas identified in such Landlord Expansion Response (the portions of the Available Leasable Areas as to which Tenant exercises its Expansion Right being herein called “Expansion Space”), either, at Tenant’s election, (A) on a coterminous basis as herein-after provided (any such Expansion Space being herein called “Coterminous Expansion Space”) (provided, that Tenant may not elect to lease Expansion Space on coterminous basis under this clause (A) after the expiration of the fifteenth (15th) Lease Year), or (B) on a short term basis as herein-after provided (any such Expansion Space being herein called “Short-Term Expansion Space”). Tenant shall exercise an Expansion Right by written reply to a Landlord Expansion Response (each, an “Expansion Space Acceptance”), which shall specify, with particularity, (i) the Expansion Space, including the location, approximate Net Rentable Area and configuration of the same, (ii) whether Tenant is electing to lease such Expansion Space as Coterminous Expansion Space or Short-Term Expansion Space, and (iii) in any case that Tenant elects to lease ________________________________________________________________________________________________________________________ such Expansion Space as Short-Term Expansion Space, whether or not Tenant agrees with Landlord’s opinion of the Fair Market Value Per RSF of such Expansion Space. Tenant’s right to specify Expansion Space comprising less than all of the Available Leasable Areas identified in the Landlord Expansion Response shall be qualified by the requirement that Tenant may only specify Expansion Space comprised of less than all the Available Leasable Areas on a particular floor of the Building if the portion of the Available Leasable Areas on such floor that is not so specified is of a size and configuration that makes it separately leasable to third party tenants. For a period of seven (7) Business Days after its receipt of the Landlord Expansion Response (“Tenant’s Exclusive Period”), Tenant’s Expansion Right shall be an exclusive right or option (i.e., not subject to any Third Party Leasing Rights, except as provided in Section 10.4(a) hereof); after Tenant’s Exclusive Period, Tenant’s Expansion Right shall be a non-exclusive right or option (i.e., subject to any Third Party Leasing Rights granted after the end of Tenant’s Exclusive Period and prior to the delivery of the Expansion Acceptance). All Expansion Space shall be added to the Leased Premises, upon, subject to, and in accordance with, the provisions: (a) Landlord shall deliver to Tenant, and Tenant shall accept, the Expansion Space in its “AS - IS” condition (as of the date of the Expansion Space Acceptance), except that Landlord, at its expense, shall cause the same to be placed in Separately Leasable Condition. Tenant shall be solely responsible for all the costs of Tenant’s moving into and making the Expansion Space ready for Tenant’s initial use and occupancy, including the making of any Alterations, which shall be performed by Tenant in conformity with the provisions of Section 5.2 hereof. (b) Landlord shall deliver exclusive vacant possession of the Expansion Space to Tenant (in such required condition) on, or prior to, the date (the “Scheduled Delivery Date”) that is later of (i) the Availability Date with respect to such Expansion Space, and (ii) the date that is thirty (30) days after Tenant’s delivery of the Expansion Space Acceptance (the term “Actual Delivery Date” shall mean the date, if any, that Landlord actually delivers exclusive vacant possession of the Expansion Space to Tenant (in the required condition)). If, by reason of one or more Force Majeure Events, Landlord is unable to cause the Actual Delivery Date to occur on or prior to the Scheduled Delivery Date, then Landlord shall use all commercially reasonable efforts to cause the Actual Delivery Date to occur as soon as possible thereafter (such obligation to use reasonable efforts to include, in cases of the holdover of a prior tenant or occupant, the institution and prosecution of holdover or other appropriate proceedings against such prior tenant or occupant). If, for any reason, the Actual Delivery Date does not occur on or prior to the date that is sixty (60) days after the Scheduled Delivery Date, then, at any time thereafter until the Actual Delivery Date shall occur, Tenant shall have the right (at its option) to rescind its delivery of the Expansion Space Acceptance with respect to such Expansion Space (it being agreed that such rescission right shall be Tenant’s sole remedy if Landlord’s inability to cause the Actual Delivery Date to occur on or prior to the Scheduled Delivery Date was the result of Force Majeure Events and Landlord complied with its aforesaid obligation to use reasonable efforts).