Common use of Expansion Space Clause in Contracts

Expansion Space. Tenant shall have two (2) “Expansion Space Options”, as follows: (i) Tenant shall have a one-time option to lease from Landlord certain space on the eighth (8th) floor of the Building (“Expansion Space #1”), comprising not less than five thousand (5,000) rentable square feet and not more than seven thousand five hundred (7,500) rentable square feet, at a location contiguous to the Initial Eighth Floor Space (except as provided below), as such Expansion Space #1 is reasonably designated by Landlord, which space (A) shall have a demising wall which connects the corridor wall in the Common Areas of the floor on which Expansion Space #1 is located to a mullion in a straight line, except for a deviation of not to exceed ten feet (10’) and (B) shall result in the remainder of the space located on the floor on which Expansion Space #1 is located and which is not then leased by Tenant being in marketable condition; provided, however, that in the event that Tenant does not lease all or any portion of the Initial Eighth Floor Space and Tenant does not lease all space on the Seventh (7th) floor of the Building, then Expansion Space #1 shall be all space on the seventh (7th) floor of the Building which is not leased by Tenant (even if such Expansion Space #1 is less than five thousand (5,000) rentable square feet) or, if at such time no rentable square footage is available for Expansion Space #1 on the seventh (7th) floor of the Building, then Landlord shall reasonably designate space on the eighth (8th) floor of the Building as Expansion Space #1 in accordance with the foregoing criteria. Expansion Space #1, if and when so leased by Tenant, shall become part of the Premises and shall be subject to the terms and conditions of this Lease, except as set forth in this Section 41; and (ii) Tenant shall have a one-time option to lease from Landlord certain space on the eighth (8th) floor of the Building (“Expansion Space #2”), comprising not less than five thousand (5,000) rentable square feet and not more than seven thousand five hundred (7,500) rentable square feet on the eighth (8th) floor of the Building, which Expansion Space #2 shall be contiguous (except as provided below) to Tenant’s portion of the Premises then located on the eighth (8th) floor of the Building, which Expansion Space #2 shall be in a location reasonably designated by Landlord, which space (A) shall have a demising wall which connects the corridor wall in the Common Areas of the floor on which Expansion Space #2 is located to a mullion in a straight line, except for a deviation of not to exceed ten feet (10’), and (B) shall result in the remainder of the space located on the floor on which Expansion Space #2 is located and which is not then leased by Tenant being in marketable condition; provided, however, that in the event that Tenant does not lease all or any portion of the Initial Eighth Floor Space, then Expansion Space #2 shall be all space on the seventh (7th) floor of the Building which is not leased by Tenant (even if such Expansion Space #2 is less than five thousand (5,000) rentable square feet), or, if at such time no rentable square footage is available for Expansion Space #2 on the seventh (7th) floor of the Building, then Landlord shall reasonably designate space on the eighth (8th) floor of the Building as Expansion Space #2 in accordance with the foregoing criteria. Notwithstanding the foregoing, in the event that Tenant exercises its option to lease both Expansion Space #1 and Expansion Space #2, Tenant acknowledges that the aggregate number of square feet of rentable space in Expansion Space #1 and Expansion Space #2 shall not exceed the number of square feet of rentable space on the eighth (8th) floor of the Building which is not then already leased to Tenant pursuant to this Lease.

Expansion Space. (a) Landlord and Tenant hereby acknowledge and agree that Section 29 of the Lease are hereby deleted in their entirety, and Tenant shall have two no further rights under such provisions. (2b) “If Landlord and Tenant shall enter into an additional amendment to the Lease on or before January 31, 2004, pursuant to which: (i) Tenant leases all, and not less than all, of the 51,254 square feet of gross rentable area in the Building depicted as the "Expansion Space" on Exhibit A attached hereto and made a part hereof (the "Expansion Space") for the remainder of the Term; and (ii) Tenant accepts the Expansion Space Options”in its then current "as is" condition, as followsand pursuant to such other terms and conditions upon which Landlord and Tenant shall mutually agree in their respective sole and absolute discretion, then Landlord shall make the $90,000 TI Allowance available to Tenant in accordance with Section 9.2 of the Lease and Section 5 of the Work Letter. (c) If the condition precedent described in Section 5(b) shall not have been satisfied on or before January 31, 2004, and: (i) Tenant shall have a one-time option to lease from Landlord certain space on the eighth (8th) floor leases all of the Building (“Expansion Space #1”)to a tenant other than Tenant, comprising not less than five thousand then, (5,000x) rentable square feet Landlord shall construct a standard demising wall between the Premises (as expanded under this First Amendment) and not more than seven thousand five hundred the Expansion Space at Landlord's sole cost and expense; and (7,500y) rentable square feet, at a location contiguous Landlord shall be required to pay up to the Initial Eighth Floor Space (except as provided below), as such Expansion Space #1 is reasonably designated by Landlord, which space (A) shall have a demising wall which connects $90,000 TI Allowance to Tenant solely to reimburse Tenant for all reasonable costs and expenses of Tenant relating to the corridor wall in the Common Areas construction of the floor on which Expansion Space #1 is office space to be located to a mullion in a straight line, except for a deviation of not to exceed ten feet (10’) and (B) shall result in the remainder of the space located on the floor on which Expansion Space #1 is located and which is not then leased by Tenant being in marketable condition; provided, however, that in the event that Tenant does not lease all or any portion of the Initial Eighth Floor Space and Tenant does not lease all space on the Seventh (7th) floor of the Building, then Expansion Space #1 shall be all space on the seventh (7th) floor of the Building which is not leased by Tenant (even if such Expansion Space #1 is less than five thousand (5,000) rentable square feet) or, if at such time no rentable square footage is available for Expansion Space #1 on the seventh (7th) floor of the Building, then Landlord shall reasonably designate space on the eighth (8th) floor of the Building as Expansion Space #1 in accordance with the foregoing criteria. Expansion Space #1, if and when so leased by Tenant, shall become part of the Premises and shall be subject described in Schedule 1 to the terms Work Letter, and conditions of this Lease, except as set forth in this Section 41for no other costs and expenses; andor (ii) Tenant Landlord shall have lease all or a one-time option to lease from Landlord certain space on the eighth (8th) floor of the Building (“Expansion Space #2”), comprising not less than five thousand (5,000) rentable square feet and not more than seven thousand five hundred (7,500) rentable square feet on the eighth (8th) floor of the Building, which Expansion Space #2 shall be contiguous (except as provided below) to Tenant’s portion of the Premises then located on the eighth (8th) floor of the Building, which Expansion Space #2 shall be in a location reasonably designated by Landlord, which space (A) shall have a demising wall which connects the corridor wall in the Common Areas of the floor on which Expansion Space #2 is located to a mullion in a straight line, except for a deviation of not to exceed ten feet (10’), and (B) shall result in the remainder of the space located on the floor on which Expansion Space #2 is located and which is not then leased by Tenant being in marketable condition; provided, however, that in the event that Tenant does not lease all or any portion of the Initial Eighth Floor Space, then Expansion Space #2 shall be all space on the seventh (7th) floor of the Building which is not leased by Tenant (even if such Expansion Space #2 is less other than five thousand (5,000) rentable square feet), or, if at such time no rentable square footage is available for Expansion Space #2 on the seventh (7th) floor of the Building, then Landlord shall reasonably designate space on the eighth (8th) floor of the Building as Expansion Space #2 in accordance with Section 5(b) above), then Section 9.2 of the foregoing criteria. Notwithstanding Lease and Section 5 of the foregoing, in the event that Tenant exercises its option to lease both Expansion Space #1 and Expansion Space #2, Tenant acknowledges Work Letter shall be amended such that the aggregate number of square feet of rentable space in Expansion Space #1 and Expansion Space #2 term "TI Allowance" shall not exceed the number of square feet of rentable space on the eighth be defined as "zero dollars (8th) floor of the Building which is not then already leased to Tenant pursuant to this Lease$0.00)."

Expansion Space. Tenant shall have two 2.1 The "Future Premises" is hereby redefined to be all of the interior RSF on Floor 1 in the Building, with the exceptions of (2a) “Expansion Space Options”the portions thereof already included in the Initial Premises, (b) a certain below-described common area lobby (which may be excluded on only a temporary basis, as follows: (i) Tenant shall have a one-time option to lease from Landlord certain space on the eighth (8th) floor of the Building (“Expansion Space #1”), comprising not less than five thousand (5,000) rentable square feet and not more than seven thousand five hundred (7,500) rentable square feet, at a location contiguous to the Initial Eighth Floor Space (except as provided outlined below), as such Expansion Space #1 is reasonably designated by Landlord, which space (A) shall have a demising wall which connects the corridor wall in the Common Areas of the floor on which Expansion Space #1 is located to a mullion in a straight line, except for a deviation of not to exceed ten feet (10’) and (Bc) the portion thereof in excess of 25,000 RSF. Such excess portion (likely to be roughly 3,000 RSF to roughly 5,000 RSF) shall result be deemed to be part of the below-described "Expansion Space" and shall hereinafter be referred to as the "Higher Rent Portion of Floor 1", because the primary reason for drawing a distinction between the Future Premises and the Higher Rent Portion of Floor 1 is that the Higher Rent Portion of Floor 1, being a part of the Expansion Space, will cost Tenant and generate to Landlord higher rent than is the case with regard to the Future Premises. The "Expansion Space" is hereby defined to be the Higher Rent Portion of Floor 1 and all of the interior RSF on Floors 2, 3 and 4 in the remainder Building, with the exception of the space located portions thereof already included in the Initial Premises, and with the further exception of a certain below-described common area lobby (which may be excluded on only a temporary basis, as outlined below). In other words, the floor on which Expansion Space #1 is located made up of (a) the Higher Rent Portion of Floor 1, (b) roughly the south half of Floors 2 and 3, each of which is not then leased by Tenant being in marketable condition; providedhalf floor contains roughly 30,000 RSF, howeverand (c) roughly 25,000 RSF on Floor 4, that in the event that Tenant does not lease all or any yielding an Expansion Space totaling approximately 90,000 RSF. The Floor 2 portion of the Initial Eighth Expansion Space shall hereinafter be referred to as "Expansion Space Two"; the Floor Space and Tenant does not lease all space on the Seventh (7th) floor 3 portion of the Building, then Expansion Space #1 shall hereinafter be referred to as "Expansion Space Three" ; and the Floor 4 portion of the Expansion Space shall hereinafter be referred to as "Expansion Space Four". 2.2 The RSF in the Expansion Space shall be all space on the seventh (7th) floor of the Building which is not leased by Tenant (even if such Expansion Space #1 is less than five thousand (5,000) rentable square feet) or, if at such time no rentable square footage is available for Expansion Space #1 on the seventh (7th) floor of the Building, then Landlord shall reasonably designate space on the eighth (8th) floor of the Building as Expansion Space #1 measured in accordance with Section 2(a) of the foregoing criteriaLease. Landlord and Tenant acknowledge and agree that the Future Premises and all of the Expansion Space #will forever exclude an exterior entrance (on Floor 1, if ) and when so leased by Tenant, shall become part of small elevator lobby (on Floors 1 through 4) in the Premises and shall be subject to the terms and conditions of this Lease, except as set forth in this Section 41; and (ii) Tenant shall have a one-time option to lease from Landlord certain space on the eighth (8th) floor of the Building (“Expansion Space #2”), comprising not less than five thousand (5,000) rentable square feet and not more than seven thousand five hundred (7,500) rentable square feet on the eighth (8th) floor southeast corner of the Building, which entrance and lobby shall serve the occupants of the Ground Floor and Floor 5. The location and approximate dimensions of such southeast entrance and lobby are shown on the floor plan attached hereto as Exhibit A, and incorporated herein by this reference. In addition, at least until such time as Tenant has occupied all of the Expansion Space #2 and the Future Premises, the Future Premises shall also exclude an exterior entrance and common area elevator lobby located on the eastern side of the Future Premises north of the loading docks (such entrance and lobby shall hereinafter be contiguous referred to as the "South Building Lobby"). The location and approximate dimensions of the South Building Lobby are shown on Exhibit A. Finally, at least until such time as Tenant has occupied all of the Expansion Space and the Future Premises, Expansion Space Two will exclude the skybridge entrance and common area lobby located on the eastern side of Expansion Space Two immediately adjacent to the skybridge (except such entrance and lobby shall hereinafter be referred to as provided belowthe "Skybridge Lobby"). The location and approximate dimensions of the Skybridge Lobby are shown on the floor plan attached hereto as Exhibit A and incorporated herein by this reference. The Art Institute of Seattle ("AIS") is the current tenant of the Ground Floor and Floor 5. Under its lease, AIS's staff and employees (as distinct from students) have the right to Tenant’s enter the Building at the Skybridge Lobby and to then take an elevator in the Skybridge Lobby to the South Building Lobby, at which point they must exit the Building and re-enter at the above- described southeast entrance and lobby or at their newly created entrance on the southwest corner of the Ground Floor. If AIS relinquishes such rights to the Skybridge Lobby and the South Building Lobby on or before the date on which Tenant occupies all of the Expansion Space and the Future Premises, which Landlord currently thinks is likely, then, once Tenant has occupied all of the Expansion Space and the Future Premises, the Future Premises and Expansion Space Two will include the South Building Lobby and the Skybridge Lobby, respectively. If, on the other hand, AIS does not relinquish such rights on or before the date on which Tenant occupies all of the Expansion Space and the Future Premises, then the Future Premises and Expansion Space Two will exclude the South Building Lobby and the Skybridge Lobby, respectively, throughout the entire term of the Lease. Finally, Sections 2(b) and 2(c) of the Lease are hereby revised by deleting all references to the "AIS Elliot Level Space". 2.3 In lieu of having the right to designate the location of the Future Premises through July 1, 1999, as such right is outlined in Section 2(c) of the Lease, Landlord shall have the right through July 1, 1999 to reverse Expansion Space Three and Expansion Space Four, so that the Floor 3 portion of the Premises then located on the eighth (8th) floor of the Building, which Expansion Space #2 shall be in a location reasonably designated by Landlord, which space (A) shall have a demising wall which connects the corridor wall in the Common Areas of the floor on which become Expansion Space #2 is located to a mullion in a straight line, except for a deviation of not to exceed ten feet (10’), Four and (B) shall result in the remainder of the space located on the floor on which Expansion Space #2 is located and which is not then leased by Tenant being in marketable condition; provided, however, that in the event that Tenant does not lease all or any Floor 4 portion of the Initial Eighth Floor Space, then Expansion Space #2 shall be all space on the seventh (7th) floor of the Building which is not leased by Tenant (even if such become Expansion Space #2 is less than five thousand (5,000) rentable square feet), or, if at such time no rentable square footage is available for Expansion Space #2 on the seventh (7th) floor of the Building, then Landlord shall reasonably designate space on the eighth (8th) floor of the Building as Expansion Space #2 in accordance with the foregoing criteria. Notwithstanding the foregoing, in the event that Tenant exercises its option to lease both Expansion Space #1 and Expansion Space #2, Tenant acknowledges that the aggregate number of square feet of rentable space in Expansion Space #1 and Expansion Space #2 shall not exceed the number of square feet of rentable space on the eighth (8th) floor of the Building which is not then already leased to Tenant pursuant to this LeaseThree.

Expansion Space. Tenant If, at any time prior to the fourteenth (14th) anniversary of the Commencement Date, Landlord shall have two (2) “Expansion Space Options”, as follows: (i) Tenant shall have a one-time option desire to lease from Landlord certain any space on the eighth fifteenth (8th15th) floor of the Building (“Expansion Space #1”), comprising not less than five thousand (5,000) 5,000 rentable square feet or more (each such specific space being hereinafter referred to as the "Expansion Space") to a third party other than the existing tenant in any such space (each an "Interested Party"), Landlord shall offer the Expansion Space to Tenant by written notice (ALandlord's Notice@) before offering the same to any party other than an Interested Party, which notice shall set forth the terms and conditions upon which Landlord is willing to lease such Expansion Space. Provided and upon the condition that at all times this Lease shall be in full force and effect and Tenant shall not be in default hereunder (and no condition exists which with notice and/or the passage of time would constitute a default), this Lease shall not have been assigned and Tenant shall personally be in use and occupancy of, and not more than seven thousand five hundred subleasing, the entire Premises, then only on the first occasion on which the Expansion Space becomes available for leasing, Tenant shall have the right, exercisable by notice to Landlord within ten (7,50010) rentable square feetdays of the date of Landlord's Notice, at a location contiguous the time being of the essence, to lease the Initial Eighth Floor Expansion Space specified in Landlord's Notice upon the terms and conditions contained therein, in which event Landlord and Tenant shall enter into an amendment of this Lease reasonably acceptable to Landlord to provide for (except i) the inclusion of such Expansion Space in the Premises, (ii) an increase in the Rent by an amount as provided determined in accordance with subsection B below), as (iii) a modification of the definition of (a) Tenant's Proportionate Share to accurately represent the percentage that the rentable area of the Premises, together with rentable area of such portion of the Expansion Space, bears to the total rentable area of the Building and (b) the Security Deposit to increase the same in the same proportion that the existing Security Deposit bears to the Premises then demised hereunder and (iv) an abatement in the Base Rent payable for the Expansion Space, determined on the basis of a twelve (12) month abatement period reduced proportionally in relation to the number of years that the term that the Expansion Space #1 is reasonably designated by Landlordwill be leased to Tenant bears to the initial Term hereof. In all other respects, which space the terms and conditions contained in this Lease (Aincluding rent adjustments, escalations and base years) shall have a demising wall which connects the corridor wall in the Common Areas of the floor on which Expansion Space #1 is located to a mullion in a straight line, except for a deviation of not to exceed ten feet (10’) and (B) shall result in the remainder of the space located on the floor on which Expansion Space #1 is located and which is not then leased by Tenant being in marketable condition; provided, however, that in remain unmodified. In the event that Tenant does not lease all or any portion fails to exercise its right as aforesaid within ten (10) days of the Initial Eighth Floor date of Landlord's Notice, Tenant shall be deemed to have waived its rights under this Article with respect to the Expansion Space described in Landlord's Notice, Landlord shall have the absolute right to lease the Expansion Space specified in Landlord's Notice to any other person or entity and Tenant does not lease all space on shall have no further rights with respect to such space. In the Seventh event that Tenant shall have exercised its right as aforesaid but Landlord and Tenant fail to mutually execute an amendment of this Lease as aforesaid within thirty (7th30) floor days from the date of Landlord's Notice, the Building, then Expansion Space #1 shall be all space on the seventh (7th) floor of the Building which is not leased by Tenant (even if such Expansion Space #1 is less than five thousand (5,000) rentable square feet) or, if at such time no rentable square footage is available for Expansion Space #1 on the seventh (7th) floor of the Building, then Landlord shall reasonably designate space on the eighth (8th) floor of the Building as Expansion Space #1 in accordance with the foregoing criteria. Expansion Space #1, if and when so leased by Tenant, shall become part of deemed to be included within the Premises without such written amendment upon the terms, conditions and shall be subject to the terms and conditions of provisions contained in this Lease, except as otherwise set forth in this Section 41; and (ii) Tenant shall have a one-time option to lease from Landlord certain space on the eighth (8th) floor of the Building (“Expansion Space #2”), comprising not less than five thousand (5,000) rentable square feet and not more than seven thousand five hundred (7,500) rentable square feet on the eighth (8th) floor of the Building, which Expansion Space #2 shall be contiguous (except as provided below) to Tenant’s portion of the Premises then located on the eighth (8th) floor of the Building, which Expansion Space #2 shall be in a location reasonably designated by Landlord, which space (A) shall have a demising wall which connects the corridor wall in the Common Areas of the floor on which Expansion Space #2 is located to a mullion in a straight line, except for a deviation of not to exceed ten feet (10’), and (B) shall result in the remainder of the space located on the floor on which Expansion Space #2 is located and which is not then leased by Tenant being in marketable condition; provided, however, that in the event that Tenant does not lease all or any portion of the Initial Eighth Floor Space, then Expansion Space #2 shall be all space on the seventh (7th) floor of the Building which is not leased by Tenant (even if such Expansion Space #2 is less than five thousand (5,000) rentable square feet), or, if at such time no rentable square footage is available for Expansion Space #2 on the seventh (7th) floor of the Building, then Landlord shall reasonably designate space on the eighth (8th) floor of the Building as Expansion Space #2 in accordance with the foregoing criteria. Notwithstanding the foregoing, in the event that Tenant exercises its option to lease both Expansion Space #1 and Expansion Space #2, Tenant acknowledges that the aggregate number of square feet of rentable space in Expansion Space #1 and Expansion Space #2 shall not exceed the number of square feet of rentable space on the eighth (8th) floor of the Building which is not then already leased to Tenant pursuant to this Lease's Notice.