Common use of Third Expansion Option Clause in Contracts

Third Expansion Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that Tenant gives Landlord the Third Expansion Exercise Notice, as hereinafter defined, and as of the Third Expansion Premises Commencement Date, as hereinafter defined: (i) there exists no Event of Default, (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Third Expansion Space into the Premises, then Tenant shall have the option to lease a Qualifying Expansion Space in the Building designated by Landlord, as hereinafter provided. Notwithstanding the foregoing, if Tenant shall have previously elected to incorporate less than the entirety of the Designated Third Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated Third Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the Third Expansion Premises, Tenant shall exercise its option to lease the Third Expansion Premises by giving written notice (“Third Expansion Exercise Notice”) to Landlord on or before December 31, 2014, requesting Landlord’s quotation of the annual Fair Market Rental Value for the Third Expansion Premises as of the Third Expansion Premises Commencement Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Third Expansion Premises. (C) Upon the timely giving of such Third Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for the Third Expansion Premises as of the Third Expansion Premises Commencement Date (“Landlord’s Third Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Third Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Third Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Third Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Third Expansion Premises and executed a written instrument adding the Third Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Third Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Third Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Third Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession of the Third Expansion Premises to Tenant within the Third Expansion Delivery Window. (D) The leasing to Tenant of the Third Expansion Premises shall be upon all the same terms and conditions of the Lease except as follows:

Third Expansion Option. (Aa) On Provided that on the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that date Tenant gives Landlord exercises the Third Expansion Exercise Notice, as hereinafter defined, and as of the Third Expansion Premises Commencement Date, as hereinafter defined: Option (i) there exists no Event of Defaultthis Lease has not been terminated, (ii) Landlord has not delivered to Tenant a notice electing to terminate this Lease is still in full force accordance with Section 6.05 which remains in effect and effect, (iii) Tenant has not assigned is a Coach Tenant or a successor of a Coach Tenant by assignment of this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2)in accordance with Article 5, (iv) Tenant shall not have previously elected to incorporate the Designated Third Expansion Space into the Premises, then Tenant shall have the option (the “Third Expansion Option”) to lease a Qualifying Expansion Space in single portion of the 24th floor of the Building designated by Landlord, Landlord in the Third ES Response Notice (as hereinafter provided. Notwithstanding the foregoing, if Tenant defined below) which shall have previously elected to incorporate less than the entirety consist of approximately 50% of the Designated rentable square footage of such floor (the “Third Expansion Space”). The approximately 50% of the rentable square footage of the 24th floor of the Building designated by Landlord in the Third ES Response Notice to be included in the Third Expansion Space into shall (A) be configured in a commercially reasonable manner, (B) constitute a marketable unit of space, (C) have entry doors at the Premiseselevator lobby and (D) be a continuous unit of space without any barriers or partitions within such space; the remaining rentable square footage of such floor shall be configured in a commercially reasonable manner, then constitute a marketable unit of space and have entry doors at the remainder thereof shall thereafter constitute the Designated elevator lobby. The Third Expansion SpaceOption shall be exercisable by Tenant giving Landlord notice thereof (the “Third Expansion Notice”) on or prior to December 1, and shall constitute Qualifying Expansion Space whether or not such space is comprised 2029 (time being of less than 16,000 square feet of Rentable Floor Areathe essence). (Bb) If Tenant wishes to lease timely gives the Third Expansion PremisesNotice, Tenant shall exercise its option to lease the Third Expansion Premises by giving written notice then (“Third Expansion Exercise Notice”i) to Landlord on or before December 31, 2014, requesting Landlord’s quotation the later of (x) the annual Fair Market Rental Value for date that is 90 days after the Third Expansion Premises as giving of the Third Expansion Premises Commencement Date. If Notice and (y) the date that is 270 days before the first day of the Third ES Delivery Period, Landlord shall give to Tenant fails timely to give such notice, Tenant shall have no further right to lease a notice (the “Third ES Response Notice”) designating (A) the date during the Third ES Delivery Period on which Landlord expects that the Third Expansion Premises. Space will become Available, subject to holdover by the existing occupant and Unavoidable Delay (Csuch date, the “Anticipated Third ES Inclusion Date”) Upon and (B) the timely giving of such Third Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation rentable square footage and location on the 24th floor of the proposed annual rent for the Third Expansion Premises as Building of the Third Expansion Premises Commencement Date Space and (“Landlord’s Third Expansion Premises Rent Quotation”ii) which will specifysubject to Section 10.03(d) below, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Third Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for Third ES Inclusion Date, the Third Expansion Space shall become part of the Office Premises and the Premises. If at , without any further act on the expiration part of thirty (30) days Landlord or Tenant and upon all of the terms and conditions of this Lease applicable to the Office Premises, except that, from and after the date when Landlord provides Landlord’s Third Expansion Premises ES Inclusion Date: (i) Fixed Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed shall be increased by the Third ES Fair Market Rent for the Third Expansion Space and the rentable square footage of the Premises and executed a written instrument shall be adjusted by adding the Third Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Third Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Third Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Third Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession rentable square footage of the Third Expansion Premises Space (which shall be determined in accordance with the Measurement Standard); (ii) Each of Tenant’s Tax Share and Tenant’s Operating Share shall be appropriately increased (provided that the method of calculating the numerator shall be the same as the method of calculating the denominator at such time of calculation); (iii) Tenant shall be entitled to Tenant within any rent abatement and/or work allowance determined in accordance with Section 10.03(f) below; and (iv) Other than as expressly set forth in Section 10.03(a) and this Section 10.03(b), Landlord shall not be required to perform any work, to pay any other work allowance or any other amount, or to render any services to make the Building or the Third Expansion Delivery WindowSpace ready for Tenant’s use or occupancy or to provide any abatement of Fixed Rent or Additional Charges, provided that, unless otherwise agreed by Tenant, Landlord shall deliver such space in shell-and-core form and such space shall include, at a minimum, the core bathroom finishes and all foundations, columns, girders, beams, supports, and all support and other features necessary for the installation of raised flooring, as constructed and existing therein on the date hereof. (D) The leasing to Tenant of the Third Expansion Premises shall be upon all the same terms and conditions of the Lease except as follows:

Third Expansion Option. (A) On the conditions condition that (which conditions Landlord may waive by written notice i) Tenant shall have properly exercised the Second Expansion Option, (ii) the initial Tenant named herein has not assigned this Lease (except for an assignment to Tenanta Permitted Transferee pursuant to Section 6.2.1) that, both and has not sublet more than 10% of the Premises then leased to Tenant for a term that is longer than three (3) years and (ii) Tenant is not in default hereunder at the time that Tenant gives Landlord exercises this Third Expansion Option and at the commencement of the term with respect to the Third Expansion Exercise NoticePremises, and has not previously been in default beyond the expiration of all applicable notice and cure periods under this Lease, Tenant shall have an further expansion option (the “Third Expansion Option”) to lease no fewer than 20,000 rentable square feet and no greater than 40,000 rentable square feet in the Building, or within another building in the Park or in Northwest Park, as hereinafter defineddesignated by Landlord (the “Third Expansion Premises”). Tenant may exercise the Third Expansion Option at any time after the date Tenant exercised the Third Expansion Option, but no later than December 31, 2011, by giving Landlord written notice that Tenant desires to expand into the Third Expansion Premises, designating in its notice the amount of area desired for the Third Expansion Premises taking into account any reduction in area on account of previously leased ROFO Space pursuant to Section 2.7. Landlord shall use reasonable efforts to locate the Third Expansion Premises in the Building, but shall have the right to locate the Third Expansion Premises in another building owned by Landlord, or its affiliate, elsewhere in the Park or in Northwest Park. Provided Landlord is able to provide no fewer than 20,000 rentable square feet in the Building or Park, or Northwest Park, Landlord shall have satisfied its obligation to provide the Second Expansion Premises and Tenant shall have no right to terminate this Lease pursuant to paragraph (E) of this Section 2.6. (B) In the event that Tenant properly and timely exercises such right, then the Third Expansion Premises shall be added to the Premises and leased to Tenant “as-is”, upon the same terms and conditions contained in this Lease, except that: (i) The term for the Third Expansion Premises shall commence on a date (the “Third Expansion Commencement Date”) occurring during the period of January 1, 2013 through December 31, 2013 (the “Third Option Period”), as determined by Landlord, and shall be expire on March 31, 2019; (ii) The Annual Fixed Rent Rate for the Third Expansion Premises shall be the Fair Market Rate as of the Third Expansion Premises Commencement Date, as hereinafter defined: designated by Landlord; provided, however, Landlord shall notify Tenant of Landlord’s determination of Fair Market Rate for the Third Expansion Premises not later than six (i6) there exists no Event of Default, (ii) this Lease is still in full force and effect, months prior to the designated Third Expansion Commencement Date. (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) shall be entitled to a tenant improvement allowance of up to $30.00 per rentable square foot of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Third Expansion Space into Premises which may be utilized and disbursed in accordance with the Premises, then Tenant shall have the option to lease a Qualifying Expansion Space in the Building designated by Landlord, as hereinafter provided. Notwithstanding the foregoing, if Tenant shall have previously elected to incorporate less than the entirety provisions of the Designated Third Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated Third Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised Paragraph B of less than 16,000 square feet of Rentable Floor AreaSection 3.3 below. (BC) If In the event that Tenant wishes disputes Landlord’s designation of the Fair Market Rate with respect to lease the Third Expansion Premises, Tenant shall exercise propose its option to lease the Third Expansion Premises by giving written notice (“Third Expansion Exercise Notice”) to Landlord on or before December 31, 2014, requesting Landlord’s quotation designation of the annual Fair Market Rental Value Rate for the Third Expansion Premises as within 15 days from receipt of Landlord’s designation notice. Failure on the Third Expansion Premises Commencement Datepart of Tenant to timely give such notice of its designation shall bind Tenant to Landlord’s designation. If Tenant fails timely to give such noticeproposes its designation of the Fair Market Rate, then Landlord and Tenant shall have no further right attempt to lease agree upon a Fair Market Rate. If the Third Expansion Premises. (C) Upon the timely giving of such Third Expansion Exercise Notice, Landlord shall parties are unable to reach agreement within thirty (30) days give written notice following Tenant’s designation, then the Fair Market Rate shall be submitted to Tenant arbitration pursuant to the procedures set forth in Section 2.3 (B), (C), and (D) hereinabove. For the purposes of Landlord’s quotation of the proposed annual rent for the Third Expansion Premises as of the Third Expansion Premises Commencement Date (“Landlord’s Third Expansion Premises Rent Quotation”) which will specify, if anythis Section 2.6, the leasehold improvement allowance that Landlord proposes term “Fair Market Rate” shall have the meaning given to offer it in connection therewith (Section 2.3(A) and shall take into account any and all allowances, and all references in said Section 2.3 to the “Third Expansion Improvement Allowance”). Landlord and Tenant Extended Term” shall negotiate in good faith be deemed to reach agreement on mean the rent for term with respect to the Third Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Third Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Third Expansion Premises and executed a written instrument adding the Third Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Third Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Third Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Third Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession of the Third Expansion Premises to Tenant within the Third Expansion Delivery Window. (D) The leasing to Tenant of the Third Expansion Premises shall be upon all the same terms and conditions of the Lease except as follows:

Third Expansion Option. Provided no material Default shall have occurred and be continuing (A) On it being understood that a Default in the conditions (which conditions Landlord may waive by written notice payment of Rent in excess of an amount equal to Tenant) that, both at the time that Tenant gives Landlord the Third Expansion Exercise Notice, as hereinafter defined, one month’s Net Rent and as Additional Rent then due and owing hereunder shall in any event be deemed a “material” Default for purposes of the Third Expansion Premises Commencement Dateforegoing), as hereinafter defined: (i) there exists no Event of Default, (ii) this Lease is still shall be in full force and effecteffect and Tenant’s right of possession shall have not been terminated, and subject to the terms and provisions of this Article 34, Tenant shall have the one-time option (iiithe “Third Expansion Option”) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) to expand the Premises to include all of the Rentable Floor Area on one (1) floor of the Premises Building. Such one (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2)1) floor shall be: (i) the 21st floor of the Building, (iv) if Tenant shall not have previously elected exercised the Pre-Term Expansion Option under Paragraph 34(A) relative to incorporate the Designated Third Expansion Space into 23rd floor; or (ii) the Premises, then Tenant shall have 20th floor of the option to lease a Qualifying Expansion Space in the Building designated by Landlord, as hereinafter provided. Notwithstanding the foregoingBuilding, if Tenant shall have previously elected exercised the Pre-Term Expansion Option under Paragraph 34(A) relative to incorporate less than the entirety of 23rd floor; (such one (1) floor determined in accordance with the Designated Third Expansion Space into foregoing provisions is referred to herein as the Premises, then the remainder thereof shall thereafter constitute the Designated Third Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the “Third Expansion Premises”) in each case, to the extent that such floor (or any portion thereof) is not, at the time of the exercise of Tenant’s Third Expansion Option, leased by Tenant shall as First Proposal Space or Accepted Offer Space pursuant to Paragraphs 34(M) or 34(N) (respectively) below. In the event that, at the time of the exercise its option to lease of Tenant’s Third Expansion Option, all or any portion of the space located on a floor that would have constituted the Third Expansion Premises is being leased by giving Tenant as First Proposal Space pursuant to Paragraph 34(M) below or Accepted Offer Space pursuant to Paragraph 34(N) below, then: (x) Tenant shall have no right to exercise Tenant’s Third Expansion Option as to the space on such floor so leased by Tenant as First Proposal Space or Accepted Offer Space (as applicable), and (y) Tenant shall have the right to exercise Tenant’s Third Expansion Option as to all (but not less than all) of the space on such floor which is not so leased by Tenant as First Proposal Space or Accepted Offer Space (as applicable), as provided in this Paragraph 34(D). Tenant shall exercise the Third Expansion Option, if at all, by delivering to Landlord written notice of such exercise (the “Third Expansion Exercise Notice”) to Landlord on or before December 31January 1, 2014, requesting Landlord’s quotation of 2016 (the annual Fair Market Rental Value for the “Third Expansion Premises as of the Third Expansion Premises Commencement DateNotice Deadline”). If Tenant fails timely to give such notice, Tenant shall have no further right to lease deliver the Third Expansion Premises. (C) Upon the timely giving of such Third Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for Notice by the Third Expansion Premises as of the Third Expansion Premises Commencement Date (“Landlord’s Third Expansion Premises Rent Quotation”) which will specifyNotice Deadline, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Third Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Third Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Third Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Third Expansion Premises and executed a written instrument adding the Third Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Third Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Third Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from waived its Third Expansion Option. Landlord shall also have the right to substitute a different floor in the high-rise portion of the Building in accordance with Paragraph 34(L)(i) below. Within ten (10) Business Days after Landlord, ’s receipt of the Third Expansion PremisesNotice, without the need for further act or deed by either party, for the Term and upon all Landlord shall notify Tenant of the same terms and conditions of this Lease, except as hereinafter set forth. date (the “Scheduled Third Expansion Delivery Date”) on which Landlord shall exercise good faith efforts intends to deliver possession of the Third Expansion Premises to Tenant within Tenant, which date shall not be earlier than January 1, 2017, nor later than April 1, 2017; and in the event Landlord has elected to substitute a floor as the Third Expansion Delivery WindowPremises, as provided in the preceding sentence, then such notice shall also set forth the floor so designated. (D) The leasing to Tenant of the Third Expansion Premises shall be upon all the same terms and conditions of the Lease except as follows: