Common use of Contraction Right Clause in Contracts

Contraction Right. (1) Tenant shall have the one-time right to elect to reduce the size of the Premises (“Tenant’s Contraction Right”). Tenant must notify Landlord, in writing, of Tenant’s election to reduce the size of the Premises no later than nine (9) months following the Commencement Date (“Tenant’s Contraction Notice”) subject to Force Majeure delays during the first seven (7) months following the Commencement Date. In Tenant’s Contraction Notice, Tenant shall identify the approximate amount of Rentable Area of the original Premises that Tenant wishes to relinquish, but in no event shall said portion of the Premises constitute greater than fifty percent (50%) of the Rentable Area of the original Premises as of the Commencement Date. The specific size and demising of the portion of space to be relinquished by Tenant shall be acceptable to Landlord in Landlord’s commercially-reasonable discretion in good faith cooperation with Tenant, it being reasonable for Landlord to consider, among other things, the layout of the multi-tenant corridor necessary to connect the two Building exit stairs, and the lease-ability of the portion of space being relinquished as an independent suite to third-party tenants. The portion of the original Premises to be so deleted from the Premises shall be referred to as the “Contraction Space”. Upon final determination of the Contraction Space pursuant to the above, Landlord shall promptly design and construct the necessary demising wall(s) and common area corridor pursuant to designs prepared by Landlord and reasonably approved by Tenant (the “Contraction Construction Work”). Tenant shall reimburse Landlord (as additional Rent under this Lease) for a portion of the cost of the Contraction Construction Work, which portion shall be equal to such cost, multiplied by the ratio of the Rentable Area of the Premises following deletion of the Contraction Space to the Rentable Area of the original Premises (the “Contraction Construction Cost Reimbursement”). To the extent any of the Tenant Improvement Allowance (as reduced pursuant to Section 2.1(c)(2) below) remains as of the date Landlord has determined the Contraction Construction Cost Reimbursement, Tenant may apply any unused portion of the Tenant Improvement Allowance towards the Contraction Construction Cost Reimbursement. Upon the later to occur of: (A) twelve (12) months following the Commencement Date and (B) full completion of Contraction Construction Work, the Contraction Space shall be deleted from the Premises and Monthly Base Rent, Tenant’s Share and the amount of the Tenant Improvement Allowance shall be adjusted proportionately to reflect the deduction of the Contraction Space from the Premises, and Landlord shall prepare an amendment (the “5980 ▇▇▇▇▇▇ Contraction Amendment”) documenting same. Tenant shall execute and return the 5980 Contraction Amendment to Landlord within fifteen (15) days after mutual agreement to the terms thereof. (2) In the event Tenant elects Tenant’s Contraction Right, the amount of the Tenant Improvement Allowance shall be reduced proportionately (by an amount equal to the ratio of the Rentable Area of the Premises following deletion of the Contraction Space to the Rentable Area of the original Premises) to reflect the reduction in rentable square footage of the Premises. (3) In the event Tenant has elected Tenant’s Contraction Right, the range of amount of Required Expansion Space shall be fifty percent (50%) of the range applicable if Tenant has not elected Tenant’s Contraction Right, meaning that, in the event Tenant has elected Tenant’s Contraction Right, the text of Section 2.1(d)(1)(i) shall be deleted and replaced with: “not less than 10,000 and not more than 17,500 rentable square feet,”.

Contraction Right. At the end of the fifth (15th) Lease Year (“Contraction Date”) Tenant shall have the one-–time right to elect terminate this Lease as to a portion of the Leased Premises in order to reduce the size of the Leased Premises (excluding the Supplemental Premises, if any, and the Storage Area) by between 5,000 and 25,000 rentable square feet (the “Tenant’s Contraction RightSpace”). ) but in no event may Tenant must notify Landlord, in writing, of Tenant’s election to reduce the size of the Leased Premises (excluding the Supplemental Premises, if any, and the Storage Area) below 125,000 rentable square feet. The Contraction Space must be contiguous, all on one (1) floor, in a location that provides close elevator access and in a configuration that presents, in Landlord’s reasonable opinion, a leaseable unit. In order to exercise this option to terminate this Lease as to the Contraction Space Tenant shall: (i) Give Landlord at least twelve (12) months prior written notice; provided however that if Tenant gives less than 12 months prior written notice it may cure such failure by paying Landlord the Notice Fee (as hereinafter defined). For example, if Tenant gives twelve (12) months written notice of its exercise of this right then no later than Notice Fee shall be payable but if Tenant only gives Landlord three (3) months written notice then a “Notice Fee” equal to nine (9) months following Basic Monthly Rent and Additional Rent shall be payable on the Commencement Date Contraction Space. (“Tenant’s ii) In addition to any Notice Fee, pay Landlord a Termination Fee for the Contraction Notice”Space equal to the sum of (i) subject to Force Majeure delays during the first seven six (76) months following of Basic Monthly Rent and Additional Rent on the Commencement Date. In Tenant’s Contraction Notice, Tenant shall identify Space; plus (ii) the approximate amount of Rentable Area of the original Premises that Tenant wishes to relinquish, but in no event shall said portion of the Premises constitute greater than fifty percent Construction Allowance (50%and Additional Construction Allowance, if any) of the Rentable Area of the original Premises as of the Commencement Date. The specific size and demising of the portion of space to be relinquished by Tenant shall be acceptable to Landlord in Landlord’s commercially-reasonable discretion in good faith cooperation with Tenant, it being reasonable for Landlord to consider, among other things, the layout of the multi-tenant corridor necessary to connect the two Building exit stairs, and the lease-ability of the portion of space being relinquished as an independent suite to third-party tenants. The portion of the original Premises to be so deleted from the Premises shall be referred to as the “Contraction Space”. Upon final determination of real estate commissions actually paid by Landlord on the Contraction Space pursuant that would remain unamortized on the date that is six (6) months after the Contraction Date each being amortized over the initial Lease Term in equal monthly installments with interest at a rate of eight percent (8%). (iii) The Notice Fee, if any, shall be paid on the date Tenant’s notice is given. The Termination Fee shall be paid in full not less than thirty (30) days prior to the above, Landlord Contraction Date. If Tenant does not timely pay the Notice Fee or the Termination Fee then the termination shall promptly design not be effective and construct this Lease shall remain in full force and effect for the necessary demising wall(sContraction Space. (iv) and common area corridor pursuant to designs prepared by Landlord and reasonably approved by Tenant (On or before the “Contraction Construction Work”). Date Tenant shall reimburse Landlord (as additional Rent vacate the Contraction Space leaving it in the condition required under this Lease) for a portion of the cost of the Contraction Construction Work, which portion shall be equal to such cost, multiplied by the ratio of the Rentable Area of the Premises following deletion of the Contraction Space to the Rentable Area of the original Premises (the “Contraction Construction Cost Reimbursement”). To the extent any of the Tenant Improvement Allowance (as reduced pursuant to Section 2.1(c)(2) below) remains as of the date Landlord has determined the Contraction Construction Cost Reimbursement, Tenant may apply any unused portion of the Tenant Improvement Allowance towards the Contraction Construction Cost Reimbursement. Upon the later to occur of: (A) twelve (12) months following the Commencement Date and (B) full completion of Contraction Construction Work, the Contraction Space shall be deleted from the Premises and Monthly Base Rent, Tenant’s Share and the amount of the Tenant Improvement Allowance shall be adjusted proportionately to reflect the deduction of the Contraction Space from the Premises, and Landlord shall prepare an amendment (the “5980 ▇▇▇▇▇▇ Contraction Amendment”) documenting same. Tenant shall execute and return the 5980 Contraction Amendment to Landlord within fifteen (15) days after mutual agreement to the terms thereof. (2) In the event Tenant elects Tenant’s Contraction Right, the amount of the Tenant Improvement Allowance shall be reduced proportionately (by an amount equal to the ratio of the Rentable Area of the Premises following deletion of the Contraction Space to the Rentable Area of the original Premises) to reflect the reduction in rentable square footage of the Premises. (3) In the event Tenant has elected Tenant’s Contraction Right, the range of amount of Required Expansion Space shall be fifty percent (50%) of the range applicable if Tenant has not elected Tenant’s Contraction Right, meaning that, in the event Tenant has elected Tenant’s Contraction Right, the text of Section 2.1(d)(1)(i) shall be deleted and replaced with: “not less than 10,000 and not more than 17,500 rentable square feet,”.

Contraction Right. Effective as of the fourth (14th) anniversary of the Expansion Space Rent Commencement Date (the “Contraction Space Termination Date”), Tenant shall have the one-one time right (the “Contraction Option”), to elect terminate the Lease with respect to reduce the size one (1) floor or two (2) contiguous floors of the Premises designated by Tenant (“Tenant’s Contraction Right”). Tenant must notify Landlord, in writing, of Tenant’s election to reduce the size such terminated portion of the Premises no later than nine shall hereinafter be referred to as “Contraction Space”), specified by Tenant in a notice (the “Contraction Notice”) given to Landlord on or prior to the third (3rd) anniversary of the Expansion Space Rent Commencement Date. On or before the Contraction Space Termination Date, Tenant shall pay Landlord an amount (the “Contraction Payment”) equal to (y) the proportionate share, attributable to the Contraction Space, of the then unamortized Expansion Allowance and/or Additional Allowance, as applicable, and any brokerage commissions paid by Landlord for such Contraction Space (which amounts shall be amortized on a straight line basis from the Expansion Space Rent Commencement Date through the Second Extended Termination Date), at an annual interest rate of 9% plus (z) the sum of three (3) months of Base Rent and recurrent Additional Rent payable for such Contraction Space, computed at the rates payable for Contraction Space as of the three (3) months following the Commencement Date fourth (“Tenant’s Contraction Notice”4th) subject to Force Majeure delays during anniversary of the first seven (7) months following the Expansion Space Rent Commencement Date. In Tenant’s Contraction Notice, Tenant shall identify the approximate amount of Rentable Area of the original Premises that Tenant wishes to relinquish, but in no event shall said portion of the Premises constitute greater than fifty percent (50%) of the Rentable Area of the original Premises as of the Commencement Date. The specific size and demising of the portion of space to be relinquished by Tenant shall be acceptable to Landlord in Landlord’s commercially-reasonable discretion in good faith cooperation with Tenant, it being reasonable for Landlord to consider, among other things, the layout of the multi-tenant corridor necessary to connect the two Building exit stairs, and the lease-ability of the portion of space being relinquished as an independent suite to third-party tenants. The portion of the original Premises to be so deleted from the Premises shall be referred to as the “Contraction Space”. Upon final determination of the Contraction Space pursuant Termination Date, this Lease shall expire as if such date were the Expiration Date with respect to the above, Landlord shall promptly design and construct Contraction Space. Effective on the necessary demising wall(slater of (A) and common area corridor pursuant to designs prepared by Landlord and reasonably approved by Tenant (the “Contraction Construction Work”). Tenant shall reimburse Landlord (as additional Rent under this Lease) for a portion of the cost of the Contraction Construction WorkSpace Termination Date, which portion shall be equal to such cost, multiplied by or (B) the ratio of the Rentable Area of the Premises following deletion date Tenant surrenders possession of the Contraction Space to Landlord in the Rentable Area condition required by the Lease, (i) the Base Rent shall be decreased by the product of (w) the original Premises (the “Contraction Construction Cost Reimbursement”). To the extent any of the Tenant Improvement Allowance (as reduced pursuant Base Rent per rentable square foot applicable to Section 2.1(c)(2) below) remains as of the date Landlord has determined the Contraction Construction Cost Reimbursement, Tenant may apply any unused portion of the Tenant Improvement Allowance towards the Contraction Construction Cost Reimbursement. Upon the later to occur of: (A) twelve (12) months following the Commencement Date and (B) full completion of Contraction Construction Work, the Contraction Space shall be deleted from and (x) the Premises and Monthly Base Rent, Tenant’s Share and the amount of the Tenant Improvement Allowance shall be adjusted proportionately to reflect the deduction rentable square footage of the Contraction Space from the PremisesSpace, and Landlord shall prepare an amendment (the “5980 ▇▇▇▇▇▇ Contraction Amendment”ii) documenting same. Tenant shall execute and return the 5980 Contraction Amendment to Landlord within fifteen (15) days after mutual agreement to the terms thereof. (2) In the event Tenant elects Tenant’s Contraction Right, the amount of the Tenant Improvement Allowance Proportionate Share shall be reduced proportionately (by proportionately, measured on the basis provided in this Lease. At the request of either party, Landlord and Tenant shall promptly execute an amount equal amendment to this Lease confirming the ratio of the Rentable Area of the Premises following deletion of the Contraction Space to the Rentable Area of the original Premises) to reflect the reduction in decreased rentable square footage of the Premises. (3) In , the event Tenant has elected Base Rent, and Tenant’s Contraction Right, the range of amount of Required Expansion Space shall be fifty percent (50%) of the range applicable if Tenant has not elected Tenant’s Contraction Right, meaning that, in the event Tenant has elected Tenant’s Contraction Right, the text of Section 2.1(d)(1)(i) shall be deleted and replaced with: “not less than 10,000 and not more than 17,500 rentable square feet,”Proportionate Share.