Common use of Contraction Clause in Contracts

Contraction. Tenant shall have a one-time right to terminate a portion of the Leased Premises consisting of the top floor (sixth floor) of the Leased Premises, or another full floor if mutually agreed upon by Landlord and Tenant (the “Terminated Floor”) effective March 1, 2017 by providing not less than nine (9) months prior written notice to Landlord (“Contraction Notice”), and, simultaneous with the delivery of the Contraction Notice to Landlord, paying a contraction fee of $625,000 (“Contraction Fee”). The Contraction Fee shall be reported as receipt of a “Contraction Fee” in Landlord’s electronic financial records, it being the intention of the parties that the Contraction Fee is not for rent or use of the Leased Premises and that no State of Florida sales tax shall be due on the Contraction Fee. If sales tax is required to be paid with respect to the O1037432.2 5/9/2014 Contraction Fee, the Tenant shall pay said sales tax, plus all interest, late fees and penalties, within thirty (30) days of imposition by the Florida Department of Revenue, unless the same was due, solely and directly, to the Landlord’s failure to record the Contraction Fee as a Contraction Fee in Landlord’s electronic financial records. Tenant agrees to indemnify Landlord as to any claims, damages, liability or expenses of Landlord, including reasonable attorneys' fees or costs, arising from or related to sales tax that may be due with respect to the Contraction Fee, including any interest, late fees and penalties. This indemnity shall survive the contraction or expiration of the Lease. The foregoing option to downsize is subject to there being no event of default by Tenant under this Lease at the time such option is exercised that is not cured within the applicable cure period and provided that Landlord has not given Tenant notice of default more than two (2) times during the immediately preceding twelve (12) months. Upon Tenant properly exercising its contraction option set forth in this paragraph, the number of parking spaces allocated to Tenant shall be reduced by 91 spaces, and the provisions of Section 4(c) shall be triggered so that Tenant shall no longer have the right to provide the Tenant Maintenance Services. Tenant shall be required to modify Tenant’s security features to allow access to the Terminated Floor, through the building elevators, freight elevator and stairwells, by one or more other tenants of the Building, without passing through Tenant’s security features. Tenant shall not be required to remove or modify any improvements in the common areas and lobby as existing and configured as of the date hereof but may be required to do so in the event of substantive alterations to the common areas and lobby in the future; provided, however, that Tenant shall not be obligated to make any such alterations unless, at the time that Landlord approves the plans and specifications for such alterations, Landlord advises Tenant, in writing, of which proposed improvements to the common areas and lobby area on the first floor will have to be altered if and when the Contraction Right is exercised. Such changes shall be contained in an amendment signed by Landlord and Tenant prior to the contraction taking effect. The contraction right of Tenant, described in in this Section 6(a) (the “Contraction Right”), is personal to Tenant and any assignees that were either consented to or deemed consented to by Landlord, or are Affiliates and are non-transferable to any other assignee or sublessee. If all or a portion of the Leased Premises in excess of one (1) full floor has been sublet to any third party other than an Affiliate, the Contraction Right shall be deemed null and void and Tenant and/or any such sublessee shall not have the right to exercise such Contraction Right.

Contraction. 26.1 Notwithstanding anything in the Lease to the contrary, Tenant shall have a the one-time right right, exercisable at its option, to terminate a portion the Lease for all, and only all, of the Leased Premises consisting tenth (10th) floor space of the top floor Premises (sixth floor“Termination Option”) with such termination to be effective at any time after the expiration of the Leased Premises, or another full floor if mutually agreed upon by Landlord and Tenant Lease Year 5 (the actual termination date hereinafter referred to the “Terminated Floor”) effective March 1, 2017 by providing not less than nine (9) months prior written notice to Landlord (“Contraction Notice”), and, simultaneous with the delivery of the Contraction Notice to Landlord, paying a contraction fee of $625,000 (“Contraction Fee10th Floor Early Termination Date”). The Contraction Fee shall be reported as receipt of a “Contraction Fee” in Landlord’s electronic financial records, it being the intention of the parties that the Contraction Fee is not for rent or use of the Leased Premises and that no State of Florida sales tax shall be due on the Contraction Fee. If sales tax is required to be paid with respect to the O1037432.2 5/9/2014 Contraction Fee, the Tenant shall pay said sales tax, plus all interest, late fees and penalties, within thirty (30) days of imposition by the Florida Department of Revenue, unless the same was due, solely and directly, to the Landlord’s failure to record the Contraction Fee as a Contraction Fee in Landlord’s electronic financial records. Tenant agrees to indemnify Landlord as to any claims, damages, liability or expenses of Landlord, including reasonable attorneys' fees or costs, arising from or related to sales tax that Termination Option may be due with respect to the Contraction Fee, including any interest, late fees and penalties. This indemnity shall survive the contraction or expiration of the Lease. The foregoing option to downsize is subject to there being no event of default only exercised by Tenant under this Lease at the time such option is exercised that is by providing Landlord with not cured within the applicable cure period and provided that Landlord has not given Tenant notice of default more less than two (2) times during the immediately preceding twelve (12) monthsmonths written notice and paying Landlord, prior to the 10th Floor Early Termination Date, a termination fee in an amount equal to the sum of the unamortized amounts of the Renovation Improvements Allowance and the brokerage commissions payable in connection with the Lease, all as allocable to the space terminated on a square foot basis and using a nine percent (9%) amortization rate and 12.5-year amortization term. Upon Tenant properly exercising its contraction option set forth in this paragraph, On or before the number of parking spaces allocated to 10th Floor Early Termination Date Tenant shall be reduced by 91 spacessurrender the tenth (10th) floor space to Landlord in the condition required for the surrender of the Premises on the expiration or earlier termination of this Lease. Promptly after the 10th Floor Early Termination Date, Landlord and the provisions Tenant shall promptly execute and deliver an amendment to this Lease setting forth any necessary conforming modifications to Section 1.2, Section 3 and Section 14.1(k) of this Lease (it being acknowledged that Section 4(c14.1(k) shall be triggered so that Tenant shall no longer have the right to provide the Tenant Maintenance Servicesdeleted from this Lease). Tenant shall be required have no right to modify terminate this Lease in accordance with this Section if Tenant is in default of any of its obligations under this Lease, past any applicable notice and cure period, on the date Tenant exercises such termination right or on the effective date of termination. 26.2 Tenant’s security features to allow access to the Terminated Floor, through the building elevators, freight elevator and stairwells, by one or more other tenants of the Building, without passing through Tenant’s security features. Tenant rights under this Section 26 shall not be required to remove or modify exercisable by any improvements in the common areas and lobby as existing and configured as of the date hereof but may be required to do so in the event of substantive alterations to the common areas and lobby in the future; provided, however, that Tenant shall not be obligated to make any such alterations unless, at the time that Landlord approves the plans and specifications for such alterations, Landlord advises Tenant, in writing, of which proposed improvements to the common areas and lobby area on the first floor will have to be altered if and when the Contraction Right is exercised. Such changes shall be contained in an amendment signed by Landlord and Tenant prior to the contraction taking effect. The contraction right subtenant of Tenant, described in in this Section 6(a) (the “Contraction Right”), is personal to Tenant and any assignees that were either consented to or deemed consented to by Landlord, or are Affiliates and are non-transferable to any other assignee or sublessee. If all or a portion of the Leased Premises in excess of one (1) full floor has been sublet to any third party other than an Affiliate, the Contraction Right shall be deemed null and void and Tenant and/or any such sublessee shall not have the right to exercise such Contraction Right.

Contraction. Tenant shall have a one-time right to terminate a portion of the Leased Premises consisting of the top floor (sixth floor) of the Leased Premises, or another full floor if mutually agreed upon by Landlord and Tenant (the “Terminated Floor”) effective March 1, 2017 by providing not less than nine (9) months prior written notice to Landlord (“Contraction Notice”), and, simultaneous with the delivery of the Contraction Notice to Landlord, paying a contraction fee of $625,000 (“Contraction Fee”). The Contraction Fee shall be reported as receipt of a “Contraction Fee” in Landlord’s electronic financial records, it being the intention of the parties that the Contraction Fee is not for rent or use of the Leased Premises and that no State of Florida sales tax shall be due on the Contraction Fee. If sales tax is required to be paid with respect to the 8 O1037432.2 5/9/2014 Contraction Fee, the Tenant shall pay said sales tax, plus all interest, late fees and penalties, within thirty (30) days of imposition by the Florida Department of Revenue, unless the same was due, solely and directly, to the Landlord’s failure to record the Contraction Fee as a Contraction Fee in Landlord’s electronic financial records. Tenant agrees to indemnify Landlord as to any claims, damages, liability or expenses of Landlord, including reasonable attorneys' fees or costs, arising from or related to sales tax that may be due with respect to the Contraction Fee, including any interest, late fees and penalties. This indemnity shall survive the contraction or expiration of the Lease. The foregoing option to downsize is subject to there being no event of default by Tenant under this Lease at the time such option is exercised that is not cured within the applicable cure period and provided that Landlord has not given Tenant notice of default more than two (2) times during the immediately preceding twelve (12) months. Upon Tenant properly exercising its contraction option set forth in this paragraph, the number of parking spaces allocated to Tenant shall be reduced by 91 spaces, and the provisions of Section 4(c) shall be triggered so that Tenant shall no longer have the right to provide the Tenant Maintenance Services. Tenant shall be required to modify Tenant’s security features to allow access to the Terminated Floor, through the building elevators, freight elevator and stairwells, by one or more other tenants of the Building, without passing through Tenant’s security features. Tenant shall not be required to remove or modify any improvements in the common areas and lobby as existing and configured as of the date hereof but may be required to do so in the event of substantive alterations to the common areas and lobby in the future; provided, however, that Tenant shall not be obligated to make any such alterations unless, at the time that Landlord approves the plans and specifications for such alterations, Landlord advises Tenant, in writing, of which proposed improvements to the common areas and lobby area on the first floor will have to be altered if and when the Contraction Right is exercised. Such changes shall be contained in an amendment signed by Landlord and Tenant prior to the contraction taking effect. The contraction right of Tenant, described in in this Section 6(a) (the “Contraction Right”), is personal to Tenant and any assignees that were either consented to or deemed consented to by Landlord, or are Affiliates and are non-transferable to any other assignee or sublessee. If all or a portion of the Leased Premises in excess of one (1) full floor has been sublet to any third party other than an Affiliate, the Contraction Right shall be deemed null and void and Tenant and/or any such sublessee shall not have the right to exercise such Contraction Right.

Contraction. Provided Tenant is not in default under the terms of this Lease, after all applicable cure periods, at the time it gives notice of the proposed contraction date, and at the contraction date, and provided Tenant is not in default beyond the applicable cure period on more than one occasion between the notice and contraction date, and Tenant has not, within five (5) years of the effective date of such contraction, expanded the Demised Premises under Paragraph 1(c), Tenant shall have a one-time the right to terminate a portion of contract Tenant's Rentable Area by 10,000 square feet, which is denominated on Exhibit "E" as "Contraction Area". The right to contract shall only be effective after the Leased Premises consisting of sixtieth (60th) month following the top floor "Rent Commencement Date" (sixth floor) of the Leased Premises, or another full floor if mutually agreed upon by as hereinafter defined). Tenant shall provide Landlord and Tenant (the “Terminated Floor”) effective March 1, 2017 by providing not less than nine (9) months prior written notice of the proposed contraction date, which date shall only be effective on the last day of a calendar month. Coincident with providing Landlord notice of Tenant's intent to contract the Demised Premises, Tenant shall pay to Landlord (“a "Contraction Notice”)Penalty" equal to the cost of construction of demising the premises plus all unamortized lease up costs, and, simultaneous with the delivery of allocated to the Contraction Notice to LandlordArea at a rate of seven percent (7%) per annum, paying a contraction fee of $625,000 which shall include, but not be limited to, the "Tenant Allowance", "Extra Tenant Allowance", "Touch up Allowance", if applicable and as hereinafter defined, real estate commissions and any Expansion Allowance expended by Landlord under Paragraph 1(c) (“Contraction Fee”collectively "Lease Up Costs"). The Contraction Fee amortization period for the Lease Up Costs shall be reported as receipt of a “Contraction Fee” in Landlord’s electronic financial records, it being ten (10) years from the intention Rent Commencement Date ("Unamortized Lease Up Costs") and the calculation of the parties that allocated portion shall be based upon the ratio of the Tenant's Rentable Area in the Contraction Fee is not for rent or use of the Leased Premises and that no State of Florida sales tax shall be due on the Contraction Fee. If sales tax is required to be paid with respect Area to the O1037432.2 5/9/2014 Contraction Fee, Tenant's Rentable Area in the Tenant Building. Landlord shall pay said sales tax, plus all interest, late fees and penalties, within thirty (30) days of imposition by the Florida Department of Revenue, unless the same was due, solely and directly, to the Landlord’s failure to record the Contraction Fee as a Contraction Fee in Landlord’s electronic financial records. Tenant agrees to indemnify Landlord as to any claims, damages, liability or expenses of Landlord, including reasonable attorneys' fees or costs, arising from or related to sales tax that may be due with respect to the Contraction Fee, including any interest, late fees and penalties. This indemnity shall survive the contraction or expiration of the Lease. The foregoing option to downsize is subject to there being no event of default by Tenant under this Lease at the time such option is exercised that is not cured within the applicable cure period and provided that Landlord has not given Tenant notice of default more than two (2) times during the immediately preceding twelve (12) months. Upon Tenant properly exercising its contraction option set forth in this paragraph, the number of parking spaces allocated to Tenant shall be reduced by 91 spaces, and the provisions of Section 4(c) shall be triggered so that Tenant shall no longer have the right to provide lease the Tenant Maintenance ServicesContraction Area to a tenant and for a use not inconsistent with Tenant's use. Landlord and Tenant shall be required amend this Lease to modify reflect the contraction of the Demised Premises and the pro rata reduction in Base Rent based on the square footage of the Contraction Area, and to permit joint use of reasonable "common areas" necessary for the new tenant. At Tenant’s security features 's request, Landlord shall cooperate with Tenant to allow access relocate the loading dock from the Contraction Area to the Terminated Floor, through the building elevators, freight elevator and stairwells, by one or more other tenants remainder of the BuildingDemised Premises. Landlord will construct such relocated loading dock at Tenant's request and expense; however, without passing through Tenant’s security features. Tenant shall not be required have the right to remove or modify any improvements in the common areas and lobby as existing and configured as of the date hereof but may be required to do so in the event of substantive alterations to the common areas and lobby in the future; provided, however, that Tenant shall not be obligated to make obtain competitive bids for any such alterations unless, at the time work to be paid by Tenant or similar work relating to contraction provided that Landlord approves the plans chosen contractor and specifications for such alterationsthe work, which approval shall not be unreasonably withheld, conditioned or delayed. If Landlord advises Tenantdoes not agree to match the competitive bid, in writing, of which proposed improvements to the common areas and lobby area on the first floor will have to be altered if and when the Contraction Right is exercised. Such changes shall be contained in an amendment signed by Landlord and Tenant prior to the contraction taking effectmay employ said contractor. The contraction right of Tenant, described in in this Section 6(a) (the “Contraction Right”), is personal to Property shall remain as a single-tenant facility unless Tenant and any assignees that were either consented to or deemed consented to by Landlord, or are Affiliates and are non-transferable to any other assignee or sublessee. If all or a portion of the Leased Premises in excess of one (1) full floor has been sublet to any third party other than an Affiliate, the Contraction Right shall be deemed null and void and Tenant and/or any such sublessee shall not have the exercised its right to exercise such Contraction Rightcontract under this Paragraph 1(b).