Common use of Options to Expand Clause in Contracts

Options to Expand. Subject to the provisions set forth in subsection D below and provided that such space has not been previously leased by Tenant, Landlord hereby grants to Tenant (i) the option (the “First Expansion Option”) to lease certain space (the “First Expansion Premises”) consisting of approximately 10,000 rentable square feet of area on a floor serviced by elevators which service floors 2 through 12 of the Building (the “Low-Rise Floors”), or if 10,000 rentable square feet of space is not available in the Low-Rise Floors, 10,000 rentable square feet of area on a non-Low-Rise Floor in the Building, and (ii) the option (the “Second Expansion Option”) to lease certain space (the “Second Expansion Premises” consisting of approximately 10,000 rentable square feet of area on a Low-Rise Floor, or, if 10,000 rentable square feet of area is not available in a Low-Rise Floor, 10,000 rentable square feet of area on a non-Low-Rise Floor in the Building, upon the same terms contained in this Lease except Appendix C and without any rent abatement and the Rent shall be at the Market Expansion Rate (as hereinafter defined). Any space added to the Premises pursuant to this Section 34 shall be delivered “as is,” unless Landlord and Tenant agree otherwise. Tenant’s obligations to pay Operating Cost Share Rent, Tax Share Rent and Base Rent for any particular Expansion Premises shall commence on the applicable “Expansion Space Commencement Date” (as defined in Section 34A below). If Tenant exercises either of its Expansion Options pursuant to subsection B below, the Expansion Premises thereby added to the Premises shall become a part of the Premises for all purposes of this Lease, and any reference in this Lease to the term “Premises” shall be deemed to refer to and include any such Expansion Premises, except as expressly provided otherwise in this Lease. A. The First Expansion Option shall be exercisable upon an initial non-binding written notice being given by Tenant to Landlord not later than November 1, 2000, time being of the essence. The Second Expansion Option shall be exercisable upon an initial non-binding written notice being given by Tenant to Landlord not later than November 1, 2005, time being of the essence. After the giving of any such non-binding notice, both parties shall calculate their respective good faith estimates of the Market Expansion Rate and notify the other of such determination not more than thirty (30) days after such initial notice and then unless Tenant gives Landlord written notice revoking Tenant’s exercise of the applicable Expansion Option within five (5) days of Landlord’s notice of Landlord’s estimate of the Market Expansion Rate, the terms of Section 32 above shall apply as to the procedure for determining the Market Expansion Rate. The term of Tenant’s lease of the First Expansion Premises shall commence on a date designated by Landlord upon not less than two months’ prior written notice to Tenant, which date shall be the 60th day after Landlord makes the space available to Tenant (the “First Expansion Premises Commencement Date” which date shall occur not earlier than August 1, 2001 nor later than July 31, 2002, and shall terminate upon the expiration or earlier termination of this Lease. The term of Tenant’s lease of the Second Expansion Premises shall commence on a date designated by Landlord (the “Second Expansion Premises Commencement Date”) upon not less than two months’ prior notice to Tenant, which date shall be the 60th day after Landlord makes the space available to Tenant, which date shall occur not earlier than August 1, 2006 nor later than July 31, 2007, and shall terminate upon the expiration or earlier termination of this Lease. B. If Tenant has validly exercised either Expansion Option, then effective as of the applicable Expansion Premises Commencement Date, the terms of this Lease shall apply to the applicable Expansion Premises subject to the following: (i) the applicable Expansion Premises shall be included as part of the Premises; (ii) the rentable area of the Premises shall be increased by the rentable area of the applicable Expansion Premises and Tenant’s Proportionate Share shall be adjusted accordingly; (iii) the applicable Expansion Premises shall be rented in their “as is” condition as of the applicable Expansion Premises Commencement Date, unless agreed to otherwise by Landlord and Tenant; and (iv) the Rent payable with respect to the applicable Expansion Premises shall be the Market Expansion Rate. C. Promptly after Tenant’s exercise of such expansion option and the final determination of the Market Expansion Rate, Landlord shall prepare an amendment to this Lease to reflect changes in the size of the Premises, Base Rent, Tenant’s Proportionate Share and any other appropriate terms, due to the addition of the subject Expansion Premises. Tenant shall execute and return such amendment within thirty (30) days after its submission to Tenant. D. For purposes of this Section 34 “Market Expansion Rate” shall mean the market rental rate, including Tenant Concessions, at which a financially responsible landlord and tenant would agree in an arm’s length transaction, to lease all of the subject Expansion Premises for the balance of the initial Term. The Market Expansion Rate shall be determined for each exercise of Tenants right to expand under this Section 34. In determining the subject Market Expansion Rate, such Market Expansion Rate shall be established by reference to the market rental rate for the relevant Comparables. In considering Comparables, lease expansions shall be given greater consideration than new leases. The Market Expansion Rate shall be adjusted, upward or downward, from the market rental rate for respective Comparables to take into account appropriate factors such as (i) any differences in loss factors used in determining the rentable areas of the leased premises of the Comparables considered and the subject Expansion Premises, (ii) any differences in the length of the term of the Comparables considered and the term of this Lease with respect to the subject Expansion Premises, (iii) any difference between the height of the Comparables within the applicable Comparable Buildings and that of the subject Expansion Premises in the Building, and (iv) any material variances between the definitions of Taxes and Operating Costs under this Lease and the definitions of taxes and operating costs with respect to any of the Comparable Buildings.

Options to Expand. Subject to the provisions set forth in subsection D below and provided Provided that such space has not been previously leased by Tenant, Landlord hereby grants to Tenant (i) Landlord receives written notice of Tenant’s exercise of each option to expand granted under this Paragraph 8.1 by no later than October 31, 2014, time being of the option essence (the each an “First Expansion Option”) to lease certain space (the “First Expansion Premises”) consisting of approximately 10,000 rentable square feet of area on a floor serviced by elevators which service floors 2 through 12 of the Building (the “Low-Rise Floors”), or if 10,000 rentable square feet of space is not available in the Low-Rise Floors, 10,000 rentable square feet of area on a non-Low-Rise Floor in the Building, and (ii) there is no Default by Tenant under the option Lease and no event or condition exists which with the giving of notice and/or the expiration of any grace period would constitute a Default under the Lease, both at the time the applicable Expansion Option is exercised, and on the commencement date of the addition of the Applicable Expansion Suite specified below to the Premises, Tenant shall have the right, at its option, to expand the Premises in the numerical order specified below, and not otherwise, to include the following Suites (the each, an “Second Applicable Expansion OptionSuite”) to lease certain space on the second (the “Second Expansion Premises” consisting 2nd) floor of approximately 10,000 rentable square feet of area on a Low-Rise Floor, or, if 10,000 rentable square feet of area is not available in a Low-Rise Floor, 10,000 rentable square feet of area on a non-Low-Rise Floor in the Building, upon in the same terms contained locations which are shown on Exhibit A-2 attached: 1. Suite 207-Totaling approximately 1,406 rsf, which is contiguous to the First Expansion Premises. 2. Suite 205-Totaling approximately 1,723 rsf, which is contiguous to Suite 207. 3. Suite 203-Totaling approximately 4,240 rsf, which is contiguous to Suite 205. In order to exercise an Expansion Option, Tenant shall give Landlord written notice of Tenant’s exercise of an Expansion Option in this Lease except Appendix C the numerical order specified above, and without any rent abatement and not otherwise, which must be received by Landlord by no later than October 31, 2014, time being of the Rent essence (an “Expansion Notice”). An Expansion Notice in which Tenant purports to exercise an Expansion Option other than in the numerical order specified above shall be at the Market Expansion Rate (as hereinafter defined)void and of no force or effect. Any space added to the Premises pursuant to this Section 34 shall be delivered “as is,” unless Landlord and Tenant agree otherwise. Tenant’s obligations to pay Operating Cost Share Rent, Tax Share Rent and Base Rent for any particular Expansion Premises shall commence on the applicable “Expansion Space Commencement Date” (as defined in Section 34A below). If Tenant exercises either of its Expansion Options pursuant to subsection B below, the Expansion Premises thereby added to the Premises shall become a part of the Premises for all purposes of this Lease, and any reference in this Lease to the term “Premises” shall be deemed to refer to and include any such Expansion Premises, except as expressly provided otherwise in this Lease. A. The First Expansion Option shall be exercisable upon an initial non-binding written notice being Notice given by Tenant to Landlord not later than November 1shall be irrevocable. If Tenant timely and validly delivers an Expansion Notice to Landlord, 2000, time being then Landlord shall promptly give the tenant of the essenceApplicable Expansion Suite notice terminating the tenant’s lease for the Applicable Expansion Suite and requiring the tenant to vacate the Applicable Expansion Suite so that Landlord should be able to deliver possession of the Applicable Expansion Suite to Tenant on the sixtieth (60th) day after Landlord’s receipt of an Expansion Notice. The Second If for any reason Landlord is not able to deliver possession of the Applicable Expansion Option Suite to Tenant on the sixtieth (60th) day following Landlord’s receipt of an Expansion Notice, Landlord shall not be exercisable upon subject to any liability therefor, nor such failure affect the validity of the Lease. Landlord shall, however, take commercially reasonable efforts to obtain possession of the Applicable Expansion Suite and deliver possession of the Applicable Expansion Suite to Tenant as promptly as reasonably possible. If for any reason Landlord is not able to deliver possession of the Applicable Expansion Suite to Tenant within ninety (90) days following Landlord’s receipt of an initial non-binding written Expansion Notice, Tenant shall have the right to deliver notice being given by Tenant to Landlord not later than November 1, 2005, time being of the essence. After the giving of any such non-binding notice, both parties shall calculate their respective good faith estimates of the Market Expansion Rate and notify the other of such determination not more than thirty within ten (3010) days after such initial notice and then unless Tenant gives Landlord written notice revoking Tenant’s exercise of the applicable Expansion Option within five (5) days of Landlord’s notice of Landlord’s estimate of the Market Expansion Rate, the terms of Section 32 above shall apply as to the procedure for determining the Market Expansion Rate. The term of Tenant’s lease of the First Expansion Premises shall commence on a date designated by Landlord upon not less than two months’ prior written notice to Tenant, which date shall be the 60th day after Landlord makes the space available to Tenant (the “First Expansion Premises Commencement Date” which date shall occur not earlier than August 1, 2001 nor later than July 31, 2002, and shall terminate upon the expiration or earlier termination of this Lease. The term of Tenant’s lease of the Second Expansion Premises shall commence on a date designated by Landlord (the “Second Expansion Premises Commencement Date”) upon not less than two months’ prior notice to Tenant, which date shall be the 60th day after Landlord makes the space available to Tenant, which date shall occur not earlier than August 1, 2006 nor later than July 31, 2007, and shall terminate upon the expiration or earlier termination of this Lease. B. If Tenant has validly exercised either Expansion Option, then effective as of the applicable Expansion Premises Commencement Date, the terms of this Lease shall apply to the applicable Expansion Premises subject to the following: (i) the applicable Expansion Premises shall be included as part of the Premises; (ii) the rentable area of the Premises shall be increased by the rentable area of the applicable Expansion Premises and Tenant’s Proportionate Share shall be adjusted accordingly; (iii) the applicable Expansion Premises shall be rented in their “as is” condition as of the applicable Expansion Premises Commencement Date, unless agreed to otherwise by Landlord and Tenant; and (iv) the Rent payable with respect to the applicable Expansion Premises shall be the Market Expansion Rate. C. Promptly after Tenant’s exercise of such expansion option and ninety (90) day period rescinding the final determination of the Market Expansion Rate, Landlord shall prepare an amendment to this Lease to reflect changes in the size of the Premises, Base Rent, Tenant’s Proportionate Share and any other appropriate terms, due to the addition of the subject Expansion Premises. Tenant shall execute and return such amendment within thirty (30) days after its submission to TenantNotice. D. For purposes of this Section 34 “Market Expansion Rate” shall mean the market rental rate, including Tenant Concessions, at which a financially responsible landlord and tenant would agree in an arm’s length transaction, to lease all of the subject Expansion Premises for the balance of the initial Term. The Market Expansion Rate shall be determined for each exercise of Tenants right to expand under this Section 34. In determining the subject Market Expansion Rate, such Market Expansion Rate shall be established by reference to the market rental rate for the relevant Comparables. In considering Comparables, lease expansions shall be given greater consideration than new leases. The Market Expansion Rate shall be adjusted, upward or downward, from the market rental rate for respective Comparables to take into account appropriate factors such as (i) any differences in loss factors used in determining the rentable areas of the leased premises of the Comparables considered and the subject Expansion Premises, (ii) any differences in the length of the term of the Comparables considered and the term of this Lease with respect to the subject Expansion Premises, (iii) any difference between the height of the Comparables within the applicable Comparable Buildings and that of the subject Expansion Premises in the Building, and (iv) any material variances between the definitions of Taxes and Operating Costs under this Lease and the definitions of taxes and operating costs with respect to any of the Comparable Buildings.

Options to Expand. Subject to the provisions set forth in subsection D below and provided that such space has not been previously leased by Tenant, Landlord hereby (A) Lessor grants to Tenant Lessee two (2) options to expand the Demised Premises during the term of this Lease. The first option to expand the Demised Premises (the "First Expansion Option") shall apply at Lessee's election either to (i) the option (the “First Expansion Option”) to lease certain space (the “First Expansion Premises”) consisting of premises currently leased by Xxxxxxxx Petroleum Company containing approximately 10,000 rentable 8,548 square feet of rentable area on a the seventh (7th) floor serviced by elevators which service floors 2 through 12 of the Building (the “Low-Rise Floors”"Minimum Area"), or if 10,000 rentable square feet of space is not available in the Low-Rise Floors, 10,000 rentable square feet of area on a non-Low-Rise Floor in the Building, and (ii) the option Minimum Area plus the premises currently leased to Fiat Washington, Inc. containing approximately 3,347 square feet of rentable area contiguous to the Minimum Area on the seventh (7th) floor of the Building (the “Minimum Area and the additional premises being referred to as the "Expanded Area"). Either the Minimum Area or the Expanded Area as selected by Lessee shall hereinafter be referred to as the "Expansion Space One". The Minimum Area and the Expanded Area are outlined on Exhibit A-2 attached hereto and made a part hereof. The second option to expand the Demised Premises (the "Second Expansion Option”") shall apply to lease certain space on the seventh (the “Second Expansion Premises” consisting 7th) floor of approximately 10,000 rentable square feet of area on a Low-Rise Floor, or, if 10,000 rentable square feet of area is not available in a Low-Rise Floor, 10,000 rentable square feet of area on a non-Low-Rise Floor in the Building, upon the same terms contained in this Lease except Appendix C and without any rent abatement and the Rent shall be at the Market Expansion Rate (as hereinafter defined). Any space added to the Premises pursuant to this Section 34 shall be delivered “as is,” unless Landlord and Tenant agree otherwise. Tenant’s obligations to pay Operating Cost Share Rent, Tax Share Rent and Base Rent for any particular Expansion Premises shall commence on the applicable “Expansion Space Commencement Date” (as defined in Section 34A below). If Tenant exercises either of its Expansion Options pursuant to subsection B below, the Expansion Premises thereby added to the Premises shall become having a part of the Premises for all purposes of this Lease, and any reference in this Lease to the term “Premises” shall be deemed to refer to and include any such Expansion Premises, except as expressly provided otherwise in this Lease. A. The First Expansion Option shall be exercisable upon an initial non-binding written notice being given by Tenant to Landlord not later than November 1, 2000, time being of the essence. The Second Expansion Option shall be exercisable upon an initial non-binding written notice being given by Tenant to Landlord not later than November 1, 2005, time being of the essence. After the giving of any such non-binding notice, both parties shall calculate their respective good faith estimates of the Market Expansion Rate and notify the other of such determination not more than thirty (30) days after such initial notice and then unless Tenant gives Landlord written notice revoking Tenant’s exercise of the applicable Expansion Option within five (5) days of Landlord’s notice of Landlord’s estimate of the Market Expansion Rate, the terms of Section 32 above shall apply as to the procedure for determining the Market Expansion Rate. The term of Tenant’s lease of the First Expansion Premises shall commence on a date designated by Landlord upon not less than two months’ prior written notice to Tenant, which date shall be the 60th day after Landlord makes the space available to Tenant (the “First Expansion Premises Commencement Date” which date shall occur not earlier than August 1, 2001 nor later than July 31, 2002, and shall terminate upon the expiration or earlier termination of this Lease. The term of Tenant’s lease of the Second Expansion Premises shall commence on a date designated by Landlord (the “Second Expansion Premises Commencement Date”) upon not less than two months’ prior notice to Tenant, which date shall be the 60th day after Landlord makes the space available to Tenant, which date shall occur not earlier than August 1, 2006 nor later than July 31, 2007, and shall terminate upon the expiration or earlier termination of this Lease. B. If Tenant has validly exercised either Expansion Option, then effective as of the applicable Expansion Premises Commencement Date, the terms of this Lease shall apply to the applicable Expansion Premises subject to the following: (i) the applicable Expansion Premises shall be included as part of the Premises; (ii) the rentable area of approximately 2,399 square feet (said area being hereinafter referred to as the Premises "Expansion Space Two"). Expansion Space Two is roughly indicated on Exhibit A-3 attached hereto and made a part hereof. Expansion Space One and the Expansion Space Two, are hereinafter sometimes, singularly or collectively, referred to as "Expansion Space. " Lessee's entitlement to each option to expand shall be increased by the rentable area of conditioned upon Lessee exercising the applicable Expansion Premises and Tenant’s Proportionate Share option to expand as set forth below. If Lessee shall be adjusted accordingly; (iii) in Material Default under this Lease either on the date Lessee notifies Lessor of its intent to exercise the applicable Expansion Premises shall be rented in their “as is” condition as of the applicable Expansion Premises Commencement Date, unless agreed to otherwise by Landlord and Tenant; and (iv) the Rent payable with respect to the applicable Expansion Premises shall be the Market Expansion Rate. C. Promptly after Tenant’s exercise of such expansion option and the final determination of the Market Expansion Rate, Landlord shall prepare an amendment to this Lease to reflect changes in the size of the Premises, Base Rent, Tenant’s Proportionate Share and any other appropriate terms, due to the addition of the subject Expansion Premises. Tenant shall execute and return such amendment within thirty (30) days after its submission to Tenant. D. For purposes of this Section 34 “Market Expansion Rate” shall mean the market rental rate, including Tenant Concessions, at which a financially responsible landlord and tenant would agree in an arm’s length transaction, to lease all of the subject Expansion Premises for the balance of the initial Term. The Market Expansion Rate shall be determined for each exercise of Tenants right to expand under this Section 34. In determining or at any time thereafter up to and including the subject Market Expansion Rate, such Market Expansion Rate shall be established by reference to the market rental rate for the relevant Comparables. In considering Comparables, lease expansions shall be given greater consideration than new leases. The Market Expansion Rate shall be adjusted, upward or downward, from the market rental rate for respective Comparables to take into account appropriate factors such as (i) any differences in loss factors used in determining the rentable areas commencement date of the leased premises of the Comparables considered and the subject Expansion Premises, (ii) any differences in the length of the term of the Comparables considered and the term of this Lease with respect to the subject applicable Expansion Space, then the option to expand the Demised Premises with regard to the applicable Expansion Space shall become null and void and of no further force and effect. (i) Lessee may exercise the First Expansion Option only by delivering written notice to Lessor, not later than April 1, 1998, nor earlier than October 1, 1997, specifying (i) its exercise of the First Expansion Option, and (ii) stating whether the Minimum Area or the Expanded Area is to be the space defined as Expansion Space One. If Lessee timely and properly gives notice of its exercise of this First Expansion Option, the commencement date of this Lease with regard to the Expansion Space One, and the date Lessor shall deliver possession of the Expansion Space One to Lessee, shall be April 1, 1999 (the "Expansion Space One Lease Commencement Date"). In the event Lessor is unable to deliver possession of the Expansion Space One to Lessee by April 1, 1999, Lessor, its agents and employees, shall not be liable or (i) Lessee shall accept the applicable Expansion Space, as part of the Demised Premises, in its then "as is" condition, existing on the date that possession of the applicable Expansion Space is delivered to Lessee by Lessor, without Lessor being required to undertake any demolition, removals, alternations, improvements, decorations, repairs or modifications of that Expansion Space, except that Lessor shall take such steps as reasonably necessary to ensure that building standard services specified in the Section of this Lease entitled "SERVICES AND UTILITIES" are readily available to that Expansion Space, that that Expansion Space is fit out to a condition no less than building standard condition as specified in Exhibit B to this Lease, and that base building fire and life safety systems of the Building are sufficiently in compliance with applicable local codes and ordinances such that Lessee may obtain a certificate of occupancy for use of that Expansion Space for Lessee's business purposes and that Lessee may obtain all necessary permits and licenses to permit Lessee to make Alterations to the Expansion Space, which Alterations by their nature fall generally within the scope and kind of building standard improvements identified in Exhibit B to this Lease. (ii) The term of the I-ease with respect to the Expansion Space One shall commence on the Expansion Space One Lease Commencement Date, and said term shall be coterminous with the initial term of this Lease and any extension thereof duly exercised by Lessee; the term of the Lease with respect to the Expansion Space Two shall commence on the Expansion Space Two Lease Commencement Date, and said term shall be coterminous with the term of this Lease as duly extended by Lessee. (iii) any difference between Lessee shall pay to Lessor, as the height initial monthly rent for the Expansion Space One (hereinafter "Expansion Space One Monthly Rent"), an amount equal to one-twelfth (1/12th) of the Comparables product of the number of square feet of rentable area attributable to the Expansion Space One multiplied by one hundred percent (100%) of the Net Effective Market Rental Rate projected to be in effect as of the Expansion Space One Commencement Date and further to pay Expansion Space One Monthly Rent to Lessor with Monthly Rent; Lessee shall pay to Lessor, as the initial monthly rent for the Expansion Space Two ("Expansion Space Two Monthly Rent"), an amount equal to one-twelfth (1 / l2th) of the product of the number of square feet of rentable area attributable to the Expansion Space Two, multiplied by one hundred percent (100%) of the Net Effective Market Rental Rate projected to be in effect as of the Expansion Space Two Commencement Date and further to pay Expansion Space Two Monthly Rent to Lessor with Monthly Rent. If Lessor and Lessee cannot reach agreement on the Net Effective Market Rental Rate within sixty (60) days after the date Lessor receives Lessee's notice of election to exercise the applicable Comparable Buildings and that Expansion Option, Net Effective Market Rental Rate for the applicable Expansion Space shall be determined in accordance with the procedure set forth in Subsection (C) of the Section of this Lease entitled "OPTION TO EXTEND." Net Effective Market Rental Rate shall take into account that (i) any such Monthly Rent of an Expansion Space shall be subject Expansion Premises to periodic escalation during the term of this Lease as provided in the BuildingSubsection (C)(vii) below of this Section, and (ii) Lessee shall be paying to Lessor with regard to such Expansion Space additional rent arising under the provisions of the Section of this I-ease entitled "OPERATING EXPENSES, OPERATING COSTS AND REAL ESTATE TAXES" and that the calendar year fixed as the Base Year for the calculations under that Section of the Lease with regard to the applicable Expansion Space shall be the calendar year in which the appropriate Commencement Date of this Lease with regard to that Expansion Space occurs. (iv) any material variances between Lessee shall commence to pay Expansion Space One Monthly Rent, in advance, from and after the definitions Expansion Space One Commencement Date. (v) Lessee shall commence to pay Expansion Space Two Monthly Rent, in advance, from and after the Expansion Space Two Commencement Date. (vi) Lessee shall commence to pay, with regard to the applicable Expansion Space, additional rent arising under the provisions of Taxes and the Section of this Lease entitled "OPERATING EXPENSES, OPERATING COSTS AND REAL ESTATE TAXES" as of the applicable Expansion Space Commencement Date, except that the calendar year fixed as the Base Year for the purposes of making the calculations under that Section shall be, with regard to the applicable Expansion Space, the calendar year in which the appropriate Commencement Date fixed under the applicable provisions of Subsection (B) above occurs. The percentages of Lessee's proportionate shares of Operating Expenses, Operating Costs and Real Estate Taxes with regard to the applicable Expansion Space shall be determined by comparing the applicable rentable area of the Expansion Space in question to the stated rentable area of the office spaces of the Building or the stated rentable area of the office and retail spaces of the Building as given in that Section of this Lease. (vii) During the initial term of this Lease, each of Expansion Space One Monthly Rent and Expansion Space Two Monthly Rent as initially fixed shall be subject to adjustment and increase as and when Monthly Rent is subject to adjustment pursuant to the provisions of Section of this Lease entitled "ANNUAL ESCALATION OF MONTHLY RENT," and in accordance with the formula fixed therein for increase and escalation of Monthly Rent, provided that any such increase in either Expansion Space One Monthly Rent or Expansion Space Two Monthly Rent shall be abated during the period from the Expansion Space One Commencement Date or the Expansion Space Two Commencement Date, as applicable, through the last day of the calendar month that is twelve (12) full calendar months following the applicable Commencement Date. During the Extension Period, each of Expansion Space One Monthly Rent and Expansion Space Two Monthly Rent shall be subject to adjustment and increase by the prevailing mechanism for effectuating an escalation of Monthly Rent agreed upon by Lessor and Lessee, or as otherwise determined pursuant to the provisions of Subsection (C) of the Section of this Lease entitled "OPTION TO EXTEND". (viii) All rent accruing or related to any Expansion Space, including but not limited to Expansion Space One Monthly Rent, Expansion Space Two Monthly Rent and any additional rent attributable thereto, shall be treated as part of rent due and owing by Lessee to Lessor under this Lease. (ix) All other terms and conditions of this Lease shall apply to each Expansion Space, except as the same are specifically modified by the mutual written agreement of Lessor and Lessee, with the definitions of taxes applicable Expansion Space being deemed to become and operating costs with respect to any be treated as part of the Comparable BuildingsDemised Premises from and after the applicable Expansion Space Commencement Date.

Options to Expand. Subject As of the Effective Date, the text of the Section of the Original Lease entitled "OPTIONS T0 EXPAND" is deleted in its entirety as of the Effective Date; additionally the Exhibits of the Original Lease related to the provisions set forth in subsection D below and provided text of that such space has not been previously leased by Tenant, Landlord hereby grants to Tenant (i) the option (the “First Expansion Option”) to lease certain space (the “First Expansion Premises”) consisting of approximately 10,000 rentable square feet of area on a floor serviced by elevators which service floors 2 through 12 Section of the Building (the “Low-Rise Floors”)Original Lease, or if 10,000 rentable square feet of space is not available in the Low-Rise Floors, 10,000 rentable square feet of area on a non-Low-Rise Floor in the Buildingidentified as Exhibit A-2 and Exhibit A-3, and (ii) Exhibit D-2 and Exhibit D-3 are deleted in their entirety. In lieu of the option (text of such Section and such Exhibits, the “Second Expansion Option”) to lease certain space (the “Second Expansion Premises” consisting of approximately 10,000 rentable square feet of area on a Low-Rise Floor, or, if 10,000 rentable square feet of area is not available in a Low-Rise Floor, 10,000 rentable square feet of area on a non-Low-Rise Floor in the Building, upon the same terms contained in this Lease except Appendix C and without any rent abatement following new text and the Rent shall be at the Market Expansion Rate (as hereinafter defined). Any space attached Substitute Exhibits A-2 through Substitute Exhibit A-7 and Substitute Exhibits X-0, X-0 and D-5 are added to the Lease in their respective places: (A) Lessor grants to Lessee the following options to expand the Demised Premises pursuant to this Section 34 shall be delivered “as is,” unless Landlord and Tenant agree otherwise. Tenant’s obligations to pay Operating Cost Share Rent, Tax Share Rent and Base Rent for any particular Expansion Premises shall commence on the applicable “Expansion Space Commencement Date” (as defined in Section 34A below). If Tenant exercises either of its Expansion Options pursuant to subsection B below, the Expansion Premises thereby added to the Premises shall become a part of the Premises for all purposes of this Lease, and any reference in this Lease to during the term “Premises” shall be deemed to refer to and include any such Expansion Premises, except as expressly provided otherwise in this Lease. A. The First Expansion Option shall be exercisable upon an initial non-binding written notice being given by Tenant to Landlord not later than November 1, 2000, time being of the essence. The Second Expansion Option shall be exercisable upon an initial non-binding written notice being given by Tenant to Landlord not later than November 1, 2005, time being of the essence. After the giving of any such non-binding notice, both parties shall calculate their respective good faith estimates of the Market Expansion Rate and notify the other of such determination not more than thirty (30) days after such initial notice and then unless Tenant gives Landlord written notice revoking Tenant’s exercise of the applicable Expansion Option within five (5) days of Landlord’s notice of Landlord’s estimate of the Market Expansion Rate, the terms of Section 32 above shall apply as to the procedure for determining the Market Expansion Rate. The term of Tenant’s lease of the First Expansion Premises shall commence on a date designated by Landlord upon not less than two months’ prior written notice to Tenant, which date shall be the 60th day after Landlord makes the space available to Tenant (the “First Expansion Premises Commencement Date” which date shall occur not earlier than August 1, 2001 nor later than July 31, 2002, and shall terminate upon the expiration or earlier termination of this Lease. The term of Tenant’s lease of the Second Expansion Premises shall commence on a date designated by Landlord (the “Second Expansion Premises Commencement Date”) upon not less than two months’ prior notice to Tenant, which date shall be the 60th day after Landlord makes the space available to Tenant, which date shall occur not earlier than August 1, 2006 nor later than July 31, 2007, and shall terminate upon the expiration or earlier termination of this Lease. B. If Tenant has validly exercised either (i) The first option to expand the Demised Premises (the "First Expansion Option") shall apply to space on the seventh (7th) floor of the Building, having a rentable area of approximately 1,583 square feet (said area being hereinafter referred to as the "First Expansion Space"). The First Expansion Space is roughly indicated on Substitute Exhibit A-2 attached hereto and made a part hereof. The First Expansion Space is identified as of the Effective Date of the Addendum No. 1 as Suite 735. (ii) The second option-to expand the Demised Premises (the "Second Expansion Option") shall apply to space on the seventh (7th) floor of the Building, having a rentable area of approximately 3,277 square feet (said area being hereinafter referred to as the "Second Expansion Space"). The Second Expansion Space is roughly indicated on Substitute Exhibit A-3 attached hereto and made a part hereof The Second Expansion Space is identified as of the Effective Date of the Xxxxxxxx Xx.0 as Suite 725. (iii) The third option to expand the Demised Premises (the "Third Expansion Option") shall apply to space on the seventh (7th) floor of the Building, having a rentable area of approximately 974 square feet (said area being hereinafter referred to as the "Third Expansion Space"). The Third Expansion Space is roughly indicated on Substitute Exhibit A-4 attached hereto and made a part hereof. The Third Expansion Space is identified as of the Effective Date of the Xxxxxxxx Xx.0 as Suite 720. (iv) The fourth option to expand the Demised Premises (the "Fourth Expansion Option") shall apply to space on the seventh (7th) floor of the Building, having a rentable area of approximately 1,211 square feet (said area being hereinafter referred to as the "Fourth Expansion Space"). The Fourth Expansion Space is roughly indicated on Substitute Exhibit A-5 attached hereto and made a part hereof. The Fourth Expansion Space is identified as of the Effective Date of the Xxxxxxxx Xx.0 as Suite 710, (v) The fifth option to expand the Demised Premises (the "Fifth Expansion Option') shall apply to space on the seventh (7th) floor of the Building, having a rentable area of approximately 959 square feet (said area being hereinafter referred to as the "Fifth Expansion Space"). The Fifth Expansion Space is roughly indicated on Substitute Exhibit A-6 attached hereto and made a part hereof, The Fifth Expansion Space is identified as of the Effective Date of the Xxxxxxxx Xx.0 as Suites 700-B, (vi) The sixth option to expand the Demised Premises (the "Sixth Expansion Option") shall apply to space on the seventh (7th) floor of the Building, having a rentable area of approximately 7,589 square feet (said area being hereinafter referred to as the "Sixth Expansion Space"). The Sixth Expansion Space is roughly indicated on Substitute Exhibit A-7 attached hereto and made a part hereof. The Sixth Expansion Space is identified as of the Effective Date of the Xxxxxxxx Xx.0 as Suite 700-A. (vii) The First Expansion Space, the Second Expansion Space, the Third Expansion Space, the Fourth Expansion Space, Fifth Expansion Space, and the Sixth Expansion Space are hereinafter sometimes singularly or collectively referred to as an '!Expansion Space"; and the First Expansion Option, then effective the Second Expansion Option, the Third Expansion Option, the Fourth Expansion Option, the Fifth Expansion Option and Sixth Expansion Option are sometimes singularly or collectively referred to as of an "Expansion Option." (viii) Lessee's entitlement to any Expansion Option shall be conditioned upon Lessee exercising the applicable Expansion Premises Commencement Date, Option as set forth below. If Lessee shall be in Material Default under the terms Lease either on the date Lessee notifies Lessor of this Lease shall apply its intent to exercise the applicable Expansion Premises subject Option or at any time thereafter up to and including the following: (i) the applicable Expansion Premises shall be included as part commencement date of the Premises; (ii) the rentable area term of the Premises shall be increased by the rentable area of the applicable Expansion Premises and Tenant’s Proportionate Share shall be adjusted accordingly; (iii) the applicable Expansion Premises shall be rented in their “as is” condition as of the applicable Expansion Premises Commencement Date, unless agreed to otherwise by Landlord and Tenant; and (iv) the Rent payable Lease with respect to the applicable Expansion Premises Space, then the Expansion Option with regard to the applicable Expansion Space shall be the Market Expansion Ratebecome null and void and of no further force and effect. C. Promptly after Tenant’s (B) Lessee may exercise of such expansion option and the final determination of the Market an applicable Expansion Rate, Landlord shall prepare an amendment to this Lease to reflect changes in the size of the Premises, Base Rent, Tenant’s Proportionate Share and any other appropriate terms, due to the addition of the subject Expansion Premises. Tenant shall execute and return such amendment within thirty (30) days after its submission to Tenant.Option only as follows: D. For purposes of this Section 34 “Market Expansion Rate” shall mean the market rental rate, including Tenant Concessions, at which a financially responsible landlord and tenant would agree in an arm’s length transaction, to lease all of the subject Expansion Premises for the balance of the initial Term. The Market Expansion Rate shall be determined for each exercise of Tenants right to expand under this Section 34. In determining the subject Market Expansion Rate, such Market Expansion Rate shall be established by reference to the market rental rate for the relevant Comparables. In considering Comparables, lease expansions shall be given greater consideration than new leases. The Market Expansion Rate shall be adjusted, upward or downward, from the market rental rate for respective Comparables to take into account appropriate factors such as (i) any differences in loss factors used in determining With -regard to the rentable areas First Expansion Option, Lessee may only exercise the First Expansion Option by delivering written notice to Lessor, not later than June 30, 1998, nor earlier than January 1, 1998, specifying its election to exercise the First Expansion Option. If Lessee timely and properly gives notice of its election to exercise this Expansion Option, the commencement date of the leased premises Lease with -regard to the First Expansion Space, and the date Lessor shall deliver possession of the Comparables considered First Expansion Space to Lessee, shall be July 1, 1999 (the "First Expansion Space Lease Commencement Date"). In the event Lessor is unable to deliver possession of the First Expansion Space to Lessee by July 1, 1999, Lessor, its agents and employees, shall. not be liable or responsible for any claims, damages or liabilities arising in connection therewith or by reason thereof, nor shall Lessee be excused or released from its obliga- to accept possession of the subject First Expansion PremisesSpace, pay rent for the First Expansion Space, and perform any and all of Lessee's obligations under the Lease with respect to the First Expansion Space. The First Expansion Space Lease Commencement Date shall be extended to the earlier of (a) the date Lessor delivers possession of the First Expansion Space to Lessee, provided Lessor has given Lessee no less than ten (10) days prior written notice of the date of such delivery, or (b) the date Lessee enters into. possession of the First Expansion Space in accordance with the terms and conditions set forth herein. Lessor and Lessee shall confirm the First Expansion Space Lease Commencement Date by entering into the document provided for in Subsection (F) below of this Section. (ii) any differences in the length No later than December 31, 2000, Lessor shall advise Lessee of the term earliest date that Lessor will be able to deliver the Second Expansion Space to Lessee, which delivery date may be between April 1, 2002 and April 1, 2003. Lessee may exercise the Second Expansion Option only by delivering written notice to Lessor, no later than the later of March 31, 2001, or twelve (12) full calendar months prior to the stated delivery date given by Lessor in its notice to Lessee. Lessee may not issue its notice of election to exercise such option to expand prior to receiving Lessor's notice of a delivery date. Lessee's notice must specify its intent to exercise the Second Expansion Option. If Lessee timely and properly gives notice of its intent to exercise this Second Expansion Option, Lessor shall use due diligence to deliver the Second Expansion Space to Lessee on the delivery date specified in Lessor's notice (the "Second Expansion Space Lease Commencement Date"). In the event Lessor is unable to deliver possession of the Comparables considered Second Expansion Space to Lessee by Second Expansion Space Commencement Date, Lessor, its agents, and their respective officers and employees, shall not be liable or responsible for any claims, damages or liabilities arising in connection therewith or by reason thereof, nor shall Lessee be excused or released from its obligation to accept possession of the term Second Expansion Space, pay rent for the Second Expansion Space, and perform any and all of Lessee 's obligations under this Lease with respect to the subject Expansion Premises, (iii) any difference between the height of the Comparables within the applicable Comparable Buildings and that of the subject Expansion Premises in the Building, and (iv) any material variances between the definitions of Taxes and Operating Costs under this Lease and the definitions of taxes and operating costs with respect to any of the Comparable BuildingsSecond Expansion.