Common use of Option to Expand Clause in Contracts

Option to Expand. Upon written request from Tenant, and upon satisfaction of the conditions hereinafter set forth, Landlord agrees, subject to and to the extent permitted under applicable laws and ordinances, to construct an addition to the Improvements ("Addition"), which Addition shall, in Landlord's determination, be architecturally compatible with the existing improvements on the Premises and which Addition shall be constructed so that all of the Improvements, including the Addition, will not constitute a single purpose building. Landlord's obligation to construct the Addition shall be subject to satisfaction of the following conditions: (a) No Event of Default shall exist at the time of Tenant's request for the Addition and thereafter and no event shall have occurred during such time which would, with the passage of time or the giving of notice, or both, constitute such an Event of Default; and (b) this Lease shall not have been terminated; and (c) the Tenant has not sublet any portion of the Premises (other than the Permitted Subleases) and has not assigned any rights hereunder other than an Approved Transfer; and (d) Tenant's written request shall be received by Landlord on or before July 1, 2004; and (e) Tenant, at its sole cost and expense, shall furnish to Landlord full and complete plans and specifications for the Addition (hereinafter referred to as the "Plans") prepared by an architect licensed in Illinois who is reasonably acceptable to Landlord, which Plans shall be sufficiently detailed so as to enable Landlord to obtain all necessary building permits and otherwise satisfactory to Landlord; and (f) all trade fixtures of Tenant and other equipment necessary for the operation of Tenant's business shall not be included in the Plans and shall be paid for by Tenant; and (g) this Lease shall be amended to incorporate the increase in rent hereinafter provided and other terms herein contained. The option to expand granted hereunder shall terminate upon any sale of the Premises by Landlord.

Option to Expand. Upon written request from Tenant, and upon satisfaction of the conditions hereinafter set forth, Landlord agrees, subject to and to the extent permitted under applicable laws and ordinances, to construct an addition to the Improvements ("Addition"), which Addition shall, in Landlord's determination, be architecturally compatible with the existing improvements on the Premises and which Addition shall be constructed so 12.1 Provided that all of the Improvements, including the Addition, will not constitute a single purpose building. Landlord's obligation to construct the Addition shall be subject to satisfaction of the following conditions: (a) No Event of Default shall exist at the time of Tenant's request exercise by Tenant under this Section 12.1, (i) there exists no Default of Tenant under this Lease, (ii) this Lease is then in full force and effect, (iii) Tenant or a permitted assignee is in actual occupancy of at least 90% of the Consolidated Premises demised hereunder (or such portions thereof as Tenant shall have occupied at any time during the Term), and (iv) neither Exchange Applications, Inc. nor any assignee or sublessee or affiliate thereof shall have any right to occupy the Subleased Premises (as evidenced by written notice of the same from Landlord to Tenant given prior to May 31, 2001)' then Tenant shall have the right and option to lease from Landlord the Subleased Premises commencing November 1, 2001 in accordance with, and subject to, the terms hereof for the Addition and thereafter and no event balance of the Term, as the same may be extended. Tenant shall exercise such option to expand by giving notice to Landlord of its desire to do so not later than January 31, 2001. Provided that the conditions set forth in this section shall have occurred during such time which wouldbeen satisfied, with the passage of time or the giving of such notice by Tenant shall automatically cause the Subleased Premises to become part of the Consolidated Premises, and into separate instrument need be executed by the parties, provided, however, that upon the request of either party, the other party shall execute any reasonable instrument or document to memorialize the addition of the Subleased Premises to the Consolidated Premises. In the event that Tenant fails to give such notice to Landlord, ▇▇▇▇▇▇'s rights under this Section 12.1 shall automatically terminate. and ▇▇▇▇▇▇ shall have no further option to expand into the Subleased Premises, it being agreed that time is of the essence with respect to the giving of such notice. ▇▇▇▇▇▇'s occupancy of the Subleased Premises shall be on all of the terms and conditions of this Lease, or bothincluding, constitute such an Event without limitation, the obligation to pay.. Annual Fixed Rent for the Subleased Premises and Tenant's Operating Expenses and Taxes for the Subleased Premises. 12.2 In the event that the Subleased Premises shall be unavailable to Tenant due to the failure of Default; and condition (biv), above, then Tenant shall have the rights set forth in this Section 12.2. Provided that at the time of exercise by Tenant under this Section 12.2, (i) there exists no Default of Tenant under this Lease, (ii) this Lease is then in full force and effect, (iii) Tenant or a permitted assignee is in actual occupancy of at least 90% of the Consolidated Premises demised hereunder (or such portions thereof as Tenant shall have occupied at any time during the Term), (iv) neither The Plymouth Rock, Inc., Landlord nor any affiliate of either such entity nor their related companies desires to use the Substitute Premises upon expiration of the term of that certain Lease by and between Landlord and Internet Security with respect to the Substitute Premises (as evidenced by written notice of the same by Landlord to Tenant given no later than 60 days after Tenant's notice of its intent to expand) and (v) neither Exchange Applications, Inc. nor any assignee or sublessee or affiliate thereof shall have any right to occupy the Substitute Premises (as evidenced by the notice set forth above), then Tenant shall have the right and option to lease from Landlord the Substitute Premises commencing upon July 1, 2002 in accordance with, and subject to, the terms hereof for the balance of the Term, as the same may be extended. Tenant shall exercise such option to expand by giving notice to Landlord of its desire to do so not later than July 1, 2001. Provided that the conditions set forth in this section shall have been terminated; and (c) satisfied, the giving of such notice by Tenant has not sublet any portion shall automatically cause the Substitute Premises to become part of the Consolidated Premises, and no separate instrument need be executed by the parties, provided, however, that upon the request of either party, the other party shall execute any reasonable instrument or document to memorialize the addition of the Substitute Premises (other than to the Permitted Subleases) Consolidated Premises. In the event that Tenant fails to give such notice to Landlord, ▇▇▇▇▇▇'s rights under this Section 12.2 shall automatically terminate, and has not assigned any rights hereunder other than an Approved Transfer; and (d) tenant shall have no further option to expand into the Substitute Premises, it being agreed that time is of the essence with respect to the giving of such notice. ▇▇▇▇▇▇'s occupancy of the Substitute Premises shall be on all of the terms and conditions of this Lease, including, without limitation, the obligation to pay Annual Fixed Rent for the Substitute Premises and Tenant's written request Operating Expenses and Taxes for the Substitute Premises. In the event that Tenant shall have effectively exercised its option to expand into the Substitute Premises, and Landlord shall be received by Landlord unable to, or shall fail to, deliver the Substitute Premises to Tenant on or before July January 1, 2004; and (e) Tenant2003, at its sole cost and expense, shall furnish then Tenant may rescind such exercise by notice to Landlord full given prior to January 10, 2003, and complete plans and specifications for thereupon, neither party shall have any obligations to the Addition (hereinafter referred other with respect to as the "Plans") prepared by an architect licensed in Illinois who is reasonably acceptable to Landlord, which Plans shall be sufficiently detailed so as to enable Landlord to obtain all necessary building permits and otherwise satisfactory to Landlord; and (f) all trade fixtures of Tenant and other equipment necessary for the operation of Tenant's business shall not be included in the Plans and shall be paid for by Tenant; and (g) this Lease shall be amended to incorporate the increase in rent hereinafter provided and other terms herein contained. The option to expand granted hereunder shall terminate upon any sale of the Premises by LandlordSubstitute Premises.

Option to Expand. Upon written request from Tenant, Tenant shall have the right and upon satisfaction of option to expand the conditions hereinafter set forth, Landlord agrees, subject to and to existing 135,000 square foot building on the extent permitted under applicable laws and ordinances, Premises (the "Building") or to construct an addition additional building or buildings on the Premises. The party hereto responsible for constructing the Additional Building is hereinafter sometimes referred to as the "Responsible Party." Such expansion, at Tenant's reasonable discretion, may be in any amount up to the Improvements ("Addition"), which Addition shall, in Landlord's determination, be architecturally compatible with the existing improvements maximum square footage allowed as of right on the Premises and which Addition shall be constructed so that all in any location allowed as of right on the ImprovementsPremises under applicable zoning laws and other federal, including the Addition, will not constitute a single purpose building. Landlord's obligation to construct the Addition shall be subject to satisfaction of the following conditionsstate and local laws and regulations: (a) No Event Said option shall be exercisable prior to the expiration of Default the Term, as it may be extended pursuant to Section 11.1, and, if not so exercised, Tenant and Landlord shall exist at have no further rights and obligations, respectively, to expand the Premises under this Section 11.2. (b) At the time such option is exercisable, Tenant shall notify Landlord in writing of (i) Tenant's intention to expand the Building on the Premises, but without any obligation to do so except as hereinafter provided, and (ii) whether Tenant shall be the Responsible Party. Tenant's notice shall be accompanied by plans and specifications (the "Addition Plans") for an additional building or expansion to the existing building on the Premises (the "Additional Building") prepared at Tenant's expense, which Addition Plans (i) shall be reasonably consistent with the finish and design of the Building as it exists at such time, (ii) shall not change the general character of the Building, (iii) shall not impair the usefulness of the Premises, (iv) shall not reduce the fair market value of the Premises below such value immediately before such Addition, or (v) shall not diminish the net rentable area of the Building. If Tenant elects to be the Responsible Party, then the "Estimates" (as hereinafter defined) shall also accompany such notice. Landlord shall review the Addition Plans (and the Estimates, if applicable) and notify Tenant whether Landlord concurs or does not concur (and, if not, in what respect) that the submissions are in compliance with the above-referenced standards within sixty (60) days of Tenant's request notification. Tenant shall also send the Addition Plans to Lender for approval but the Addition Plans shall be deemed approved by Lender unless within ten (10) days after Lender receives the same Lender has given Landlord and Tenant notice of objections thereto in reasonable detail. If Landlord is the Responsible Party, then upon the date Landlord approves the Addition Plans, Landlord shall present Tenant with construction cost and time schedule, estimates (the "Estimates"). Such construction cost estimates shall be based upon competitive bids which the Responsible Party shall be required to solicit. Within thirty (30) days of receipt of the Estimates, Tenant shall confirm to Landlord its intention to expand or withdraw its notice of intention to expand. Upon approval of the Addition Plans, Tenant shall use its best efforts to obtain financing for the construction of the Addition (the "New Mortgage Loan") amortizable over a thirty (30) year period and thereafter with a rate of interest and no other terms satisfactory to Tenant and otherwise consistent with the requirements of this Lease (including, without limitation, Section 3.8 other than the condition set forth in Subsection 3.8(a)), which terms in any event shall have occurred not cause this Lease to be treated as a capital lease under the rules of the Financial Accounting Standards Board, and which shall provide that this Lease will be superior to the New Mortgage Loan and non-recourse to the Landlord or its beneficiaries. The amount of the New Mortgage Loan shall be limited to an amount providing one hundred percent (100%) financing of only the following costs (collectively, the "Addition Costs"): (1) the actual costs of construction of the Additional Building, including architectural and engineering fees and a reasonable contractor's profit; (2) interest actually incurred during such time which would, the construction period by Landlord in connection with the passage Additional Building; and (3) "soft costs," which shall be limited to legal fees, real estate taxes during the construction period and other commissions and fees in connection with the Additional Building which are reasonably identified in advance. If, in order to secure the New Mortgage Loan, it is necessary to refinance the Premises, the New Mortgage Loan shall also include such amounts (collectively, the "Existing Loan Costs") as are necessary to be paid to Lender to discharge the then existing financing, including, without limitation, prepayment premiums or charges. The Responsible Party shall provide the other party with evidence of time all expenses upon which the New Mortgage Loan is based. If Tenant is unable to obtain a New Mortgage Loan reasonably satisfactory to Tenant and consistent with the requirements of this Lease, then Tenant's notice of intention to expand shall be deemed withdrawn unless, within forty-five (45) business days of such determination, Tenant notifies Landlord that Tenant shall proceed with the construction of the Additional Building at Tenant's sole cost and expense as provided herein (the "Tenant Financed Expansion Option"). If such option to expand is so exercised and Landlord is the Responsible Party, Landlord agrees to construct or cause to be constructed the giving Additional Building solely at Landlord's expense to the extent of notice, the New Mortgage Loan in accordance with the Addition Plans and on the following terms and conditions: (i) under the supervision of an architect or both, constitute such an Event of Defaultengineer; and (bii) this Lease shall not have been terminated; and (c) the Tenant has not sublet any portion of the Premises (other than the Permitted Subleases) and has not assigned any rights hereunder other than an Approved Transfer; and (d) Tenant's written request all work shall be received by Landlord on or before July 1, 2004; and (e) Tenant, at its sole cost done in a good workmanlike manner employing first quality materials and expense, shall furnish to Landlord full and complete plans and specifications for the Addition (hereinafter referred to as the "Plans") prepared by an architect licensed in Illinois who is reasonably acceptable to Landlord, which Plans shall be sufficiently detailed so as to enable Landlord conform to obtain all necessary applicable building permits and otherwise satisfactory to Landlord; and (f) zoning laws and all trade fixtures other applicable laws, ordinances, codes, regulations and orders of Tenant and other equipment necessary for the operation of Tenant's business shall not be included in the Plans and shall be paid for by Tenant; and (g) this Lease shall be amended to incorporate the increase in rent hereinafter provided and other terms herein contained. The option to expand granted hereunder shall terminate upon any sale of the Premises by Landlordauthority having jurisdiction.

Option to Expand. Upon written request Provided Lessee is not then in default beyond any applicable cure periods, of any of the terms, conditions, covenants, obligations or provisions of this Lease, Lessee shall have, and Lessor grants to Lessee and any assignee of Lessee arising from Tenanta Related Transfer (as hereafter defined) but no other assignee, the option, which may be exercised from time to time, to expand the Premises during the first four (4) years after the Renewal Date to include all or a portion of the 6th floor of the Building not covered by this Lease (the "6th floor Expansion Space"), subject to, and upon satisfaction of the conditions hereinafter set forth, Landlord agrees, subject to and to the extent permitted under applicable laws and ordinances, to construct an addition to the Improvements ("Addition"), which Addition shall, in Landlord's determination, be architecturally compatible with the existing improvements on the Premises and which Addition shall be constructed so that all of the Improvements, including the Addition, will not constitute a single purpose building. Landlord's obligation to construct the Addition shall be subject to satisfaction of the following terms and conditions: (a) No Event if Lessee desires to exercise the option to expand, Lessee shall notify Lessor in writing ("Lessee's Expansion Notice"), by certified mail, return receipt requested, of Default its intention to expand and, if the additional space identified in Lessee's Expansion Notice is less than all of 6th floor Expansion Space, the size and location of the proposed expansion area (the "Expansion Space"); (b) If Lessee elects to lease less than all of 6th floor Expansion Space, Lessee shall, not be entitled to do so unless the remaining portion that Lessee does not elect to lease is a leasable size and configuration as determined by Lessor in Lessor's sole reasonable discretion (Notwithstanding the foregoing to the contrary, if Lessee elects to take Expansion Space up to an existing demising wall, then a remainder shall exist at not be deemed "unleasable"); (c) Lessee will not be entitled to expand into any Expansion Space which is subject to a lease for all or a portion of the time Expansion Space and existing on the date of Tenantthis Amendment; provided, however, if Lessor has the option to relocate any such lessee under an existing lease and vacant space approximately equivalent in size to the amount of such Expansion Space then leased to such lessee is then available elsewhere in the Building, it will do so, upon receipt of Lessee's request Expansion Notice. Lessor shall not modify any existing lease (as of the date of this Amendment) to afford rights to the Expansion Space to a lessee that does not already have such rights as of the date of this Amendment; (d) the Base Rent and lessee finish allowance ("Expansion Allowance") from Lessor applicable to any Expansion Space added to this Lease will be as follows: (i) during the first three (3) years after the Renewal Date, provided Lessee actually occupies the applicable Expansion Space and has commenced the payment of Base Rent, Additional Rent and Energy Costs therefor, Base Rent shall be $19.00 per rentable square foot and the Expansion Allowance shall be the sum of $24.00 per rentable square foot of the Expansion Space for construction costs of the Addition Lessee improvements and thereafter $2.00 per rentable square foot for architectural space planning services; (ii) during the fourth (4th) year after the Renewal Date, provided Lessee actually occupies the applicable Expansion Space and no event has commenced the payment of Base Rent, Additional Rent and Energy Costs therefor, Base Rent shall have occurred during such time which would, with be $20.00 per rentable square foot and the passage Expansion Allowance shall be $15.00 per rentable square foot of time or the giving Expansion Space for construction costs of notice, or both, constitute such an Event of Defaultthe Lessee improvements; and (biii) except for the existing tenants in suites 675 and 690, all of Lessor's reasonable costs resulting from the relocation of any tenant as a result of Lessee's Expansion Notice shall be paid from the Expansion Allowance and if the Expansion Allowance is not sufficient to cover all such relocation costs, such excess shall be paid by Lessee. Lessor agrees to relocate the existing tenants occupying suites 675 and 690 at Lessor's expense. Should any other tenant located on the sixth (6th) floor exercise an option to extend or renew, it is understood that Lessee will be responsible for the payment of any reasonable relocation costs that may result from the relocation of such tenant, however, if such cost exceeds $15.00 per square foot, Lessee may cancel such expansion. If such tenant agrees to relocate to any other floor upon the expiration of its original lease or earlier and which relocation is not in response to Lessee's Expansion Notice, any costs associated with such relocation will be the sole responsibility of Lessor. (iv) during the first four (4) years after the Renewal Date, if Lessee agrees to expand this Lease to include available space on the 2nd, 3rd, 4th or 5th floors of the Building, all of the terms and conditions of this Section 7 will apply. Lessor and Lessee agree that all Expansion Allowances shall be disbursed by Lessor in accordance with and subject to the terms and conditions of the Work Letter attached hereto as Annex 4, with the exception that Lessor shall not have been terminated; and (c) the Tenant has not sublet be required to escrow any portion of the Premises (other than the Permitted Subleases) and has not assigned any rights hereunder other than an Approved Transfer; and (d) Tenant's written request shall be received by Landlord on or before July 1, 2004; andsuch Expansion Allowance; (e) TenantAfter Lessee validly exercises the expansion right provided herein, at its sole cost Lessor and expenseLessee shall execute any amendment to the Lease, shall furnish to Landlord full and complete plans and specifications adding the Expansion Space, or a new lease for the Addition (hereinafter referred to Expansion Space, or such other documentation as Lessor shall require, promptly after Lessor prepares the "Plans") prepared by an architect licensed in Illinois who is reasonably acceptable to Landlord, which Plans shall be sufficiently detailed so as to enable Landlord to obtain all necessary building permits and otherwise satisfactory to Landlordsame; and (f) Any exercise of an option for less than all trade fixtures of Tenant and other equipment necessary the Expansion Space shall not terminate the option, but the option shall remain in effect during the option period for the operation of Tenant's business shall not be included in the Plans and shall be paid for by Tenant; and (g) this Lease shall be amended to incorporate the increase in rent hereinafter provided and other terms herein contained. The option to expand granted hereunder shall terminate upon any sale of the Premises by Landlordremaining Expansion Space.