Common use of DAMAGE BY FIRE, ETC Clause in Contracts

DAMAGE BY FIRE, ETC. If any part of the premises shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.

DAMAGE BY FIRE, ETC. During the entire Term of this Lease, and adjusting insurance coverages to reflect current values from time to time:— (i) Landlord shall keep the Building (excluding Alterations installed in the Premises after the Commencement Date (“Later Alterations”) and any personal property or trade fixtures installed by or at the expense of Tenant) insured in accordance with Exhibit 3; and (ii) Tenant shall keep its personal property and trade fixtures in and about the Premises and the Later Alterations insured in accordance with Exhibit 3. If any part portion of the premises Premises required to be insured by Landlord under the preceding paragraph shall be damaged by fire or other insured casualty, Tenant or the use thereof or access thereto shall give prompt written notice thereof be legally prohibited (or prohibited by Landlord) due to Landlord and fire or other insured casualty (regardless of whether or not such fire or other insured casualty actually damages the Premises), Landlord shall proceed with reasonable diligence subsequent diligence, subject to the collection by then applicable statutes, building codes, zoning ordinances, and regulations of any governmental authority, and at the expense of Landlord (but only to the extent of insurance proceeds, and in proceeds made available to Landlord by any mortgagee of the real property of which the Premises are a manner consistent with the provisions of any underlying lease and any underlying mortgage, part) to repair or cause to be repaired such damage, provided, however, in respect of any Later Alterations as shall have been damaged by such fire or other casualty and if which (in the judgment of Landlord) can more effectively be repaired as an integral part of Landlord’s repair work on the Premises, that such repairs to such Later Alterations shall be performed by Landlord but at Tenant’s expense (which expense shall be limited to the proceeds of insurance maintained by Tenant or required to be maintained by Tenant hereunder, plus the deductible payable under the applicable policy); in all other respects, all repairs to and replacements of Tenant’s property and Later Alterations shall be made by and at the expense of Tenant. If the Premises or any part of the premises thereof shall be have been rendered untenantable unfit for use and occupation hereunder by reason of such damage, the annual fixed rent payable hereunderYearly Rent (together with Operating Costs Excess and Tax Excess) and electricity charges or a just and proportionate part thereof, according to the nature and extent that such fixed rent relates to such part of which the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this LeasePremises shall have been so rendered unfit, shall be suspended or abated for until the period from the date of such damage Premises (except as to the date when such part property which is to be repaired by or at the expense of the premises Tenant), or legal access thereto or use thereof as aforesaid, shall have been made tenantable or restored as nearly as practicably may be to such earlier date upon the condition in which the full term of this Lease with respect they were immediately prior to such part of the premises shall expire or terminate, unless such fire or other casualty casualty, provided, however, that if Landlord or any mortgagee of the Building or of the Building and the land or Landlord’s interest therein shall have resulted from be unable to collect the negligence insurance proceeds (including rent insurance proceeds) applicable to such damage or associated business interruption because of Tenant some action or inaction on the part of Tenant, or the employees, licensees or invitees of TenantTenant and such action or inaction is not cured within ten (10) days after receipt of written notice from Landlord, the cost of repairing such damage shall be paid by Tenant and there shall be no abatement of rent. Landlord shall not be liable for delays in the making of any such repairs which are due to government regulation, casualties and strikes, unavailability of labor and materials, and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to injury (i) the business of Tenant resulting in any way from such damage Premises (or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage legal access thereto or replace the same. If substantial alteration use thereof) are so damaged or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage prevented by fire or other casualty (whether or not insured) at any time during the premises shall have been last twenty-four (24) months of the Term hereof that the cost to repair such damage is reasonably estimated to exceed one third of the total Yearly Rent payable hereunder for the period from the estimated date of restoration until the Expiration Date, or (ii) the Building (whether or not including any portion of the Premises) is so damaged by fire or other casualty (whether or not insured) that substantial alteration or reconstruction or demolition of the Building shall in Landlord’s judgment be required, then and in either of such events, this Lease and the Term hereof may be terminated at the election of Landlord or Tenant by a notice in writing of its election so to terminate which shall be given within sixty (60) days following such fire or other casualty), then this Lease and the term and estate hereby granted may effective termination date of which shall be terminated by Landlord giving to Tenant within 90 not less than thirty (30) days after the day on which such termination notice is received by the other party; provided, however, with respect to any termination under clause (ii) where the Premises have not been damaged, Tenant may elect to extend the termination date of such damage written notice specifying a date, not less than 30 to the date that is one hundred eighty (180) days after the giving delivery of such Landlord’s termination notice, for such termination. In the event of the giving of such notice of any termination, this Lease and the term and estate hereby granted Term hereof shall expire as of the such effective termination date specified therefor in such notice with the same effect s if such date as though that were the date hereinbefore specified for the expiration of the full term of this Lease, Expiration Date as stated in Exhibit 1 and the fixed rent and additional rent payable hereunder Yearly Rent shall be apportioned as of such date date; and if the Premises or any part thereof shall have been rendered unfit for use and occupation by reason of terminationsuch damage the Yearly Rent (together with Operating Costs Excess, subject to abatementTax Excess, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(bElectricity Charge) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of casualty to the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not beeffective termination date, or shall cease to bea just and proportionate part thereof, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease according to the nature and extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liabilitythe Premises shall have been so rendered unfit, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseabated.

DAMAGE BY FIRE, ETC. If any part of 22.1 In the premises shall be event the Premises or the Building are damaged by fire or other casualtycause and in Landlord’s reasonable estimation such damage can be materially restored within two hundred ten (210) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within thirty (30) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not less than 30 prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within two hundred ten (210) days, Landlord and Tenant shall each have the option of giving the other, at any time within thirty (30) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified therefor in of such notice with the same effect s damage as if such date were the date hereinbefore specified had been originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedTerm. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not give such notice of terminationbe required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant's obligation . Any insurance which may be carried by Landlord or Tenant against loss or damage to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) the Building or Premises shall be in effect or for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of nine (9) months from time, whereupon the Lease shall end on the date of such damagenotice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, whichever however, that if construction is longer. delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the premises shall in the Tenant's opinion reasonably exercised be prospectively Premises untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damageLandlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to elect to cancel the terminate this Lease by giving delivering written notice of termination to LandlordTenant within fifteen (15) days after such requirement is made by any such holder, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each party agrees damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the casualty or (b) any other form Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of permission for the release all of the other party. If property belonging to Tenant or its licensees from such waiver, agreement portion or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, Premises as Landlord shall have no application in such caserequest.

DAMAGE BY FIRE, ETC. (a) If any part of the premises shall be Premises or the Building is damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent diligently repair the same, subject to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgagethis Paragraph, to repair provided such damagerepairs can be made within one hundred eighty (180) days, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless remain in full force and effect. If such fire or other casualty damages the Premises or common areas or the Real Property necessary for Tenant's use and occupancy of the Premises, then during the period the Premises or any part thereof are rendered unusable by such damage and the repair thereof, Tenant shall have resulted from be entitled to a proportionate reduction of rent on account of such damage and repair, such proportionate reduction to be based upon the extent to which such damage and repair shall prevent the conduct of business by Tenant in the Premises as set forth more particularly in subparagraph 25 (d); provided, however, in the event that such damage is the result of the negligence or willful misconduct of Tenant or the Tenant's agents, employees, contractors, licensees or invitees of Tenantand is not covered by insurance, then there shall be no rent abatement. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto to, or to make any replacement of, Tenant's movable furniture, equipment, trade fixtures, and other personal property, nor any additions, alterations or improvements installed in the Premises by or for Tenant, and Tenant shall, at Tenant's sole cost and expense, repair and replace the samesuch movable furniture, equipment, trade fixtures and other personal property, and such alterations, additions, and improvements. If substantial alteration All such repair and replacement of alterations, additions and improvements other than as previously installed pursuant to Paragraph 9 shall be treated as a work of alteration, addition or reconstruction improvement by Tenant and all of the Building shallprovisions of Paragraph 9 shall apply thereto. Tenant hereby waives California Civil Code sections 1932(2) and 1933(4), providing for termination of hiring upon destruction of the thing hired and sections 1941 and 1942, providing for repairs to and of premises. (b) Landlord's obligation to repair pursuant to subparagraph 25(a) and 25(c) shall be subject to insurance proceeds being available to Landlord to effect such repair; provided, however, in the opinion event of an uninsured casualty costing less than $150,000 to repair, such damage shall be repaired and this Lease shall remain in effect (except that Rent owing hereunder shall be abated as provided in Subparagraph 25(d) below) in which case a Landlord may elect to either (i) repair such damage at Landlord's sole cost and expense, or (ii) permit Tenant to undertake such repair, in which latter case Tenant shall repair such damage and shall be entitled to offset against Monthly Rent the cost of such repair (such offset shall be limited to fifty percent (50%) of the Monthly Rent for each month until Tenant has recouped the cost of such repair). With respect to any damage to be repaired by Landlord, Landlord shall with all due diligence repair or rebuild the Building and the Premises (including any of Tenant 'a improvements therein) to the condition at least equal to that existing immediately prior to said damage. With respect to any insured casualty, Landlord shall use any insurance proceeds payable to Landlord for the purpose of such rebuilding, as well as, with respect to the Premises, any insurance proceeds received by Tenant by reason of its insurance on the Premises to the extent of the actual amount needed to replace or restore Tenant's improvements, trade fixtures, and equipment. (c) If any such damage to Building, or Premises (herein "major damages") cannot be required repaired by Landlord within 180 days after the occurrence thereof and if as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such termination. In the event material portion of the giving of such notice of termination, this Lease and the term and estate hereby granted Premises shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified be unusable for the expiration normal operation of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue business for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the a period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months 180 days or more, Tenant or Landlord shall have the right, within 10 days after date of damage, option to elect to cancel the terminate this Lease by giving upon thirty (30) days' written notice to Landlord, the other party in which notice event the Monthly Rent and all additional rent shall specify be prorated to the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenantdamage, and Tenant shall not be released liable for any Monthly Rent or relieved additional rent after the date of damage. (d) If the Lease is not terminated after any liability damage or obligation theretofore accrued or incurred or outstanding or unsatisfied as of destruction, the Monthly Rent and all additional rent shall be equitably prorated and abated for and during the period commencing with the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building casualty and Landlord's property therein, continuing until repairs are completed in the case proportion that the area of Landlordthe Premises usable by Tenant for normal business operations bears to the total area then leased by Tenant, taking into consideration the rental rate per square foot for the space for which the abatement is made and insuring any adverse effects and disruptions to Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring business caused during the term period of this Lease to the extent to such repairs, which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is Tenant could not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such casereasonably mitigate.

DAMAGE BY FIRE, ETC. If any part of 22.1 In the premises shall be event the Premises or the Building are damaged by fire or other casualtycause and in Landlord’s reasonable estimation such damage can be materially restored within ninety (90) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within forty-five (45) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not less than 30 prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within ninety (90) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified therefor in of such notice with the same effect s damage as if such date were the date hereinbefore specified had been originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedTerm. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not give such notice of terminationbe required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant's obligation . Any insurance which may be carried by Landlord or Tenant against loss or damage to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) the Building or Premises shall be in effect or for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of nine (9) months from time, whereupon the Lease shall end on the date of such damagenotice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, whichever however, that if construction is longer. delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the premises shall in the Tenant's opinion reasonably exercised be prospectively Premises untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damageLandlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to elect to cancel the terminate this Lease by giving delivering written notice of termination to LandlordTenant within fifteen (15) days after such requirement is made by any such holder, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each party agrees damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the casualty or (b) any other form Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of permission for the release all of the other party. If property belonging to Tenant or its licensees from such waiver, agreement portion or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, Premises as Landlord shall have no application in such caserequest.

DAMAGE BY FIRE, ETC. 9.1 If any part of the premises Premises shall be damaged by fire or other casualtyperils, the Tenant shall give prompt written notice thereof to the Landlord and the Landlord shall proceed with reasonable diligence subsequent subject to the adjustment and collection by Landlord of any insurance proceeds, proceeds and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, Qualified Encumbrance to repair such damage, and and, if any part of the premises Premises shall be rendered untenantable by reason of such damagedamage (including untenantability due to lack of access thereto), the annual fixed rent payable hereunder, to the extent that such fixed rent relates to Fixed Rent and Article 24 Rent in respect of such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this LeasePremises, shall be abated for the period from the date of such damage to the date when such part of the premises Premises shall have been made tenantable or to such earlier date upon which either such part of the Premises would have been tenantable but for Tenant Delay or the full term of this Lease with respect to such part of the premises Premises shall expire or terminate, unless (a) the Landlord shall make available to the Tenant, during the period of such repair, other space in the Building which, in the Tenant’s reasonable judgment, is reasonably suitable for the temporary carrying on of the Tenant’s business, or (b) such fire or other casualty damage shall have resulted from the act or negligence of any Tenant Party; provided, that: (i) if (A) more than 25% of any full floor of the Premises is rendered untenantable as a result of such fire or other damage and (B) the employeesTenant does not use any part of such floor, licensees then Fixed Rent and Article 24 Rent payable in respect of such full floor shall be abated as aforesaid; and (ii) if (A) more than 50% of the entire Premises is rendered untenantable as a result of such fire or invitees other damage and (B) the Tenant does not use any part of Tenantthe Premises, then Fixed Rent and Article 24 Rent payable in respect of the entire Premises shall be abated as aforesaid. If the Tenant would be entitled to an abatement under this Section 9.1 but for the fact that the Rent Commencement Date has not yet occurred, then the Rent Commencement Date for the space in question shall be shall be postponed by one (1) day for each day such abatement would have been applicable had the Rent Commencement Date occurred. Notwithstanding anything to the contrary contained in this Section 9.1, abatements under this Section 9.1 shall be made only if there is no other existing abatement relating to the space in question under any provision of this Lease. Except for the Landlord’s gross negligence or willful misconduct, the Landlord shall not be liable for any inconvenience or annoyance to the Tenant or injury to the business of the Tenant resulting in any way from such damage or the repair thereof. The Tenant understands that the Landlord will not carry insurance of any kind on (w) the Tenant's property, to wit, Tenant's ’s goods, furniture furniture, equipment or furnishings or furnishings, (x) on any fixtures, equipment, improvements, installations or appurtenances Fixtures removable by the Tenant as provided in this Lease, (y) on Tenant improvements or betterments or (z) on any property in the care, custody and control of the Tenant (collectively, the “Tenant’s Property”), and that the Landlord shall not be obligated to repair any damage thereto or replace the same. . 9.2 If substantial alteration or reconstruction of the Building shall, in the reasonable opinion of the Landlord, be required as a result of damage by fire or other casualty perils (whether or not the premises Premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by the Landlord giving to Tenant by a notice, given within 90 sixty (60) days of such damage specifying a date, not less than sixty (60) days after the date giving of such notice, for such termination; provided, that the Landlord may not so terminate the Lease unless the Landlord terminates substantially all of the leases in the Building. If the Landlord undertakes such a substantial alteration or reconstruction of the Building, the Landlord shall complete the same with reasonable diligence insofar as the same relates to the Premises (including, without limitation, access thereto) and the common areas of the Building. In addition, (a) if a substantial part of the Premises is rendered untenantable as a result of such damage written by fire or other peril and it is reasonably determined by the Landlord that such part of the Premises cannot be made tenantable within a period of fifteen (15) months after the occurrence of such fire or other peril, then this Lease and the term and estate hereby granted may be terminated by the Landlord or the Tenant by a notice specifying a date, not less than 30 sixty (60) days after the giving of such notice for such termination, which notice must be given within sixty (60) days of such damage (as to which date time is of the essence), and (b) if the Premises or a substantial part thereof are rendered untenantable as a result of such damage by fire or other casualty (including, without limitation, untenantability due to lack of access thereto) and the Landlord’s restoration is not substantially completed by the Landlord within fifteen (15) months after the occurrence thereof, then this Lease and the term and estate hereby granted may be terminated by the Tenant by its giving to the Landlord within sixty (60) days after the end of such fifteen-month period (as to which date time is of the essence) a notice specifying a date, not less than thirty (30) days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s as if such date were the date hereinbefore initially specified for in this Lease as the expiration of the full term of this Leasedate, and the fixed rent Fixed Rent and additional rent payable hereunder Article 24 Rent shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In provided in Section 9.1. 9.3 Nothing in this Lease shall relieve the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months Tenant from the date of such damage, whichever is longer. Notwithstanding anything any liability to the contrary contained herein, if at Landlord or to its insurers in connection with any damage to the time of the damage Premises or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated peril if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission Tenant shall be included legally liable in such respect, except that the policy. Each party hereby releases Landlord and the other party, and Tenant hereby releases all release each other tenants in the Building, with respect to any claim (including a claim for negligence) liability which it the released party might otherwise have against to the releasing party for any damage to the Building or the Premises or the contents thereof by fire or other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property peril occurring during the term of this Lease to the extent to which it is insured of the proceeds received under a policy or policies containing of insurance permitting such release. Each party will use best efforts to cause its property and/or other applicable insurance policy to include a provision permitting such a release of liability; provided, that if such a provision is obtainable from such insurer only at an additional expense, the insured party shall notify the other party and, unless the other party pays such additional expense within ten (10) days thereafter, the insured party shall thereafter be free of its waiver of subrogation or permission to release liability, so long as provided an additional cost is required under the policy in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. question. 9.4 This Lease shall be considered an express agreement governing any case of damage to or destruction of of, or any part of, the Building or any part thereof the Premises by fire or other casualtyperil, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.

DAMAGE BY FIRE, ETC. If any part of the premises shall be Premises or the Building are damaged by fire or other casualtycasualty Landlord shall forthwith repair the same, provided that Tenant does not elect to terminate this Lease as provided for below and further provided that such repairs can be made within six (6) months after the date of such damage under the laws and regulations of the federal, state and local governmental authorities having jurisdiction thereof. The scope of the work which Landlord shall repair shall include the Landlord’s Work but shall exclude any Alterations installed in the Premises by or on behalf of Tenant. In such event, this Lease shall remain in full force and effect except that Tenant shall give prompt written notice thereof be entitled to Landlord a proportionate reduction of Rent, Additional Charges and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period Additional Rent from the date of such damage and while such repairs to be made hereunder by Landlord are being made. Such reduction of rent, if any, shall be based upon the greater of (i) the proportion that the area of the Premises rendered untenantable by such damage bears to the date when such part total area of the premises Premises; or (ii) the extent to which such damage and the making of such repairs by Landlord shall have been made tenantable or interfere with the business carried on by Tenant in the Premises, where clause (ii) is limited to such earlier date upon which the full term extent of rental abatement insurance allowed by Landlord’s “all risks” property insurance carried pursuant to Landlord’s obligations under Paragraph 10 of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of TenantLease. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty Within thirty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 30) days after the date of such damage damage, Landlord shall notify Tenant whether or not in Landlord’s reasonable opinion (supported by reasonable written notice specifying confirmation from a date, not less than 30 days third party architect or general contractor) such repairs can be made within six (6) months after the giving date of such notice, for damage and such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder determination thereof shall be apportioned as of binding on Landlord and Tenant. If such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall repairs cannot give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy be made within six (as required under Article 10(b) below) shall be in effect or for the period of nine (96) months from the date of such damage, whichever is longer. Notwithstanding anything Landlord shall have the option within thirty (30) days after the date of such damage either to: (i) notify Tenant of Landlord’s intention to repair such damage and diligently prosecute such repairs, in which event this Lease shall continue in full force and effect, Tenant shall be responsible for the contrary contained herein, if at the time full repair and restoration of the damage or destruction the premises shall any Alterations installed in the Premises by or on behalf of Tenant's opinion reasonably exercised , and the Rent, Additional Charges and Additional Rent shall be prospectively untenantable for 12 months reduced as provided herein; or more(ii) notify Tenant of Landlord’s election to terminate this Lease as of a date specified in such notice, which date shall not be less than thirty (30) days nor more than sixty (60) days after notice is given. In the event that such notice to terminate is given by Landlord, this Lease shall terminate on the date specified in such notice. In the event that Landlord notifies Tenant that Landlord’s restoration or repair will take more than six (6) months, Tenant shall have the right, within 10 days after date of damage, a right to elect to cancel terminate the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 within fifteen (15) days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case receipt of Landlord’s notice, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.providing

DAMAGE BY FIRE, ETC. If any part of the premises Premises or the Building shall be damaged by fire or other casualty, Landlord shall forthwith repair the same, provided that such repairs can be made within six (6) months after the date of such damage under the laws and regulations of the Federal, state and local governmental authorities which shall have jurisdiction thereof. In such event, this Lease shall remain in full force and effect except that Tenant shall give prompt written notice thereof be entitled to Landlord a proportionate reduction of Rent while such repairs are being made. Such reduction of Rent, if any, shall be based upon the extent to which such damage and the making of such repairs by Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent substantially interfere with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of permitted business which Tenant shall conduct in the premises shall be rendered untenantable by reason Premises. Within twenty (20) days after the date of such damage, Landlord shall notify Tenant whether or not such repairs can be made within six (6) months after the annual fixed rent payable hereunder, to the extent date of such damage. If Landlord shall determine that such fixed rent relates to such part a substantial portion of the premises Premises or the Building shall have been rendered unusable, and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall repairs cannot be abated for the period made within six (6) months from the date of such damage to the date when such part of the premises damage, Landlord shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty option within thirty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 30) days after the date of such damage written notice specifying a date, not less than 30 days after the giving either to: (a) notify Tenant of Landlord's intention to repair such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Leasedamage, and the fixed rent and additional rent payable hereunder date by which such repairs shall be apportioned completed, in which event this Lease shall continue in full force and effect and the Rent shall be reduced as of provided herein, provided that if such prospective date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice completion of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) repairs shall be in effect or for the period of more than nine (9) months from the date of such damagethe accident, whichever is longer. Notwithstanding anything and other reasonably alternative space shall not be available to the contrary contained hereinTenant, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, then Tenant shall have the right, within 10 days after date option to notify Landlord of damage, its election to elect to cancel the terminate this Lease by giving written notice to Landlord, which notice shall specify as of the date specified in such notice, or (b) notify Tenant of cancellation not earlier than 30 days following Landlord's election to terminate this Lease as of the giving of date specified in such notice. Such cancellation In the event that such notice to terminate shall otherwise be given by Landlord or by Tenant, this Lease shall terminate on the date specified in such notice. In case of no effect termination by either event, the Rent shall be reduced by a proportionate amount based upon the covenants and agreements period of this Lease to be kept and observed by time such damage shall substantially interfere with the Tenantbusiness, which Tenant shall conduct in the Premises, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of pay such reduced Rent up to the date of termination. Landlord shall refund to Tenant any Rent previously paid for any period of time subsequent to such cancellationdate of termination. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property thereinThe repairs, in the case of Landlordwhich Landlord shall make hereunder, shall not include, and insuring Tenant's Property in the premisesLandlord shall not be required to repair, in the case of Tenant, against loss, any damage of destruction by fire or other casualty) a waiver cause to the property of Tenant or any alterations, additions, fixtures or improvements which Tenant shall have installed on the insurer's right of subrogation against Premises. Notwithstanding any provision contained herein to the other party and against all other tenants in the Buildingcontrary, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy Tenant shall not be invalidated entitled to any reduction or abatement of the Rent if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it Premises is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof damaged by fire or other casualtycasualty due to Tenant's fault or neglect, and Section 227 or the fault or neglect of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreementits servants, and any other law of like import now employees, contractors, agents, visitors or hereafter in force, shall have no application in such caselicensees.

DAMAGE BY FIRE, ETC. If any part (a) Landlord agrees to maintain standard fire and extended coverage insurance covering the Building(s) in an amount not less than the full “replacement cost” thereof (as such term is defined in the Replacement Cost Endorsement to be attached thereto, if any) insuring against the perils of fire and lightning and including extended coverage, and earthquake and flood coverage, or at Landlord’s option, “All Risk” coverage, with earthquake and flood, coverage, all such coverages and endorsements to be as defined, provided and limited in the premises standard bureau forms prescribed by the insurance regulatory authority for the state in which the property is situated for use by insurance companies admitted in such State for the writing of such insurance, on risks located within such state. Subject to the provisions of Paragraphs 25(c), 25(d) and 25(f), such insurance shall be for the sole benefit of Landlord and under its sole control. Such insurance shall include protection for continuation of rental payments for a period of 12 months in the event of any damage caused by the perils referred to above. Said payments shall be made to Landlord within thirty (30) days after presentation to Tenant of Landlord’s statement setting forth the amount due, and the failure to pay such share shall be treated in the same manner as a default in the payment of rent hereunder when due. Any payment to be made pursuant to this Paragraph with respect to the year in which the Lease commences or terminates shall be prorated. Tenant shall not take but separate insurance concurrent in form or contributing in the event of loss with that required to be maintained by Landlord hereunder unless Landlord is included as an additional insured thereon. Tenant shall immediately notify Landlord whenever any such separate insurance is taken out and shall promptly deliver to Landlord the policy or policies of such insurance. (b) If the Building should be damaged or destroyed by fire fire, tornado or any other casualtyact of God, Tenant shall give prompt immediate written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent Landlord. (c) If the Building should be damaged by any peril covered by the insurance to the collection be provided by Landlord of insurance proceedsunder Paragraph 25(a), and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, but only to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, can in the opinion of Landlord, ’s estimation be required as a result of damage by fire or other casualty materially restored within one hundred eight (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 180) days after the date of such damage written notice specifying a date(except, that Landlord may elect not less than 30 to rebuild if such damage occurs during the last year of the Term, unless Tenant has exercised its option to renew the term of this Lease within fifteen (15) days after the giving date of the casualty, this Lease shall not terminate, and Landlord shall, at its sole cost and expense, thereupon proceed with reasonable, diligence to rebuild and repair such noticeBuilding to substantially the condition in which it existed prior to such damage, for except Landlord shall not he required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements which may have been placed in, on or about the Premises by Tenant. If the Premises are untenantable in whole or in part following such terminationdamage, the rent and all additional rent payable hereunder during the period in which the Premises are untenantable until materially restored shall be reduced to such extent as may be fair and reasonable under all of the circumstances. In the event that (i) under the circumstances then prevailing, it cannot be reasonably projected that Landlord can materially restore the damage within 180 days after such damage has occurred, (ii) such damage is not fully covered by Landlord’s insurance, (iii) a material portion of the giving of such notice of terminationPremises is damaged at a time when there is less than one year left on the unelapsed Term, this Lease and or (iv) Landlord, having commenced the term and estate hereby granted shall expire as of restoration work, should fail to materially restore the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy Building Within one hundred eighty (as required under Article 10(b180) below) shall be in effect or for the period of nine (9) months from days after the date of such damage, whichever Tenant may (if it has given Landlord at least thirty (30) days notice of its intent to do so) at its option terminate this Lease by delivering written notice of termination to Landlord as Tenant’s exclusive remedy, whereupon all rights and obligations hereunder shall cease and terminate; provided, however, that if construction is longerdelayed because of changes, deletions; or additions in construction requested by Tenant, strikes, lockouts, casualties, acts of God, war, material or labor shortages, Governmental regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. For purposes hereof, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was then being used. If the Building should be damaged or destroyed by fire, tornado or any other act of God and Landlord is not required to rebuild pursuant to the provisions of Paragraph 25(c), this Lease shall at the option of Landlord or Tenant, given within 30 days after such damage, terminate and the rent and additional rent shall be abated during the unexpired portion of the Term of this Lease, effective upon the date of the occurrence of such damage. (d) Notwithstanding anything herein to the contrary contained hereincontrary, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or the Building requires that the insurance proceeds be prospectively untenantable for 12 months or moreapplied to such indebtedness, Tenant then Landlord shall have the right, right to terminate this Lease by delivering written notice of termination to Tenant within 10 15 days after date of damagesuch requirement is made by any such holder, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each party agrees notice to endeavor to have included Tenant as if the date of such notice were the date originally fixed in each of its insurance policies (insuring this Lease for the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver expiration of the insurer's right Term. (e) In the event of subrogation against any damage or destruction to the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against Premises by any party responsible for a casualty peril covered by the policy before the casualty provisions of this Paragraph, Tenant shall, upon notice from Landlord, forthwith remove; at its, sole cost and expense, such portion or (b) any all of Tenant’s shelves, bins, machinery and other form of permission for the release trade fixtures and all other property belonging to Tenant or his licensees from such portion or all of the other party. If such waiver, agreement or permission Premises as Landlord shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, request and Tenant hereby releases all other tenants in the Building, with respect to any claim indemnifies and holds Landlord (including without limitation the trustee and beneficiaries if Landlord is a claim for negligence) which it might otherwise have against the other party (ortrust), in the case of Tenant, against all such other tenants) for Landlord’s agents and employees harmless from any loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. Ifclaims, notwithstanding the recovery suits, costs, expenses, including attorney’s fees and damages, both real and alleged, arising out of insurance proceeds by either party for loss, any damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount injury as a result of the net proceeds failure to properly secure the Premises prior to such removal and/or as a result of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseremoval.

DAMAGE BY FIRE, ETC. (a) During the entire Term of this Lease, and adjusting insurance coverages to reflect current values from time to time:— (i) Landlord shall keep the Building (excluding Alterations installed in the Premises after the Commencement Date (“Later Alterations”) and any personal property or trade fixtures installed by or at the expense of Tenant) insured in accordance with Exhibit 3; and (ii) Tenant shall keep its personal property and trade fixtures in and about the Premises and the Later Alterations insured in accordance with Exhibit 3. (b) If any part portion of the premises Premises required to be insured by Landlord under the preceding paragraph shall be damaged by fire or other insured casualty, Tenant or the use thereof or access thereto shall give prompt written notice thereof be legally prohibited (or prohibited by Landlord) due to Landlord and fire or other insured casualty (regardless of whether or not such fire or other insured casualty actually damages the Premises), Landlord shall proceed with reasonable diligence subsequent diligence, subject to the collection by Landlord of insurance proceedsthen applicable statutes, building codes, zoning ordinances, and in a manner consistent with the provisions regulations of any underlying lease and any underlying mortgage, to repair such damagegovernmental authority, and if any part at the expense of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, Landlord (but only to the extent that such fixed rent relates of insurance proceeds made available to such part of Landlord by any (i) the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision Premises (or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage legal access thereto or replace the same. If substantial alteration use thereof) are so damaged or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage prevented by fire or other casualty (whether or not insured) at any time during the premises shall have been last thirty months of the Term hereof that the cost to repair such damage is reasonably estimated to exceed one third of the total Yearly Rent payable hereunder for the period from the estimated date of restoration until the Expiration Date, or (ii) the Building (whether or not including any portion of the Premises) is so damaged by fire or other casualty (whether or not insured) that substantial alteration or reconstruction or demolition of the Building shall in Landlord’s judgment be required, then and in either of such events, this Lease and the Term hereof may be terminated at the election of Landlord by a notice in writing of its election so to terminate which shall be given by Landlord to Tenant within sixty (60) days following such fire or other casualty), then this Lease and the term and estate hereby granted may effective termination date of which shall be terminated by Landlord giving to Tenant within 90 not less than thirty (30) days after the date of day on which such damage written termination notice specifying a date, not less than 30 days after the giving of such notice, for such terminationis received by Tenant. In the event of the giving of such notice of any termination, this Lease and the term and estate hereby granted Term hereof shall expire as of the such effective termination date specified therefor in such notice with the same effect s if such date as though that were the date hereinbefore specified for the expiration of the full term of this Lease, Expiration Date as stated in Exhibit 1 and the fixed rent and additional rent payable hereunder Yearly Rent shall be apportioned as of such date date; and if the Premises or any part thereof shall have been rendered unfit for use and occupation by reason of termination, subject to abatement, if any, as such damage the Yearly Rent (together with Operating Costs Excess and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(bTax Excess) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything the fire or other casualty to the contrary contained hereineffective termination date, if at or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated. (c) If any portion of the Premises or any portion of the Building shall be damaged or destroyed by fire or other casualty to the extent that the operation of Tenant’s business in the Premises in the normal course is materially adversely affected, then, within forty-five (45) days of such fire or other casualty, Landlord shall submit to Tenant a reasonable engineering estimate as to the estimated length of time to complete such repairs. If the time of the damage or destruction the premises period (“Estimated Restoration Period”) set forth in such estimate shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 exceed one hundred eighty (180) days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees casualty, Tenant may elect, by a notice sent within fifteen (15) days after notice of such estimate is sent to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other partyto terminate this Lease. If such waiverestimate shall fall within the 180-day limit, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application such right to terminate and Landlord shall, subject to the provisions of this Article 18, proceed to complete the repairs or restoration, subject always to delays for causes beyond Landlord’s reasonable control including, but not limited to the causes specified in such caseArticle 26 hereof, and the other limitations set forth in this Article 18.

DAMAGE BY FIRE, ETC. If any part of During the premises shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition entire Term of this Lease, and adjusting insurance coverages to reflect current values from time to time:— (i) Landlord shall be abated for keep the period from Building (excluding Alterations installed in the date of such damage to Premises after the date when such part of Commencement Date (“Later Alterations”) and any personal property or trade fixtures installed by or at the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees expense of Tenant. Landlord ) insured in accordance with Exhibit 3; and (ii) Tenant shall not be liable for any inconvenience keep its personal property and trade fixtures in and about the Premises and the Later Alterations insured in accordance with Exhibit 3. (i) the Premises (or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage legal access thereto or replace the same. If substantial alteration use thereof) are so damaged or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage prevented by fire or other casualty (whether or not insured) at any time during the premises shall have been last twenty-four (24) months of the Term hereof that the cost to repair such damage is reasonably estimated to exceed one third of the total Yearly Rent payable hereunder for the period from the estimated date of restoration until the Expiration Date, or (ii) the Building (whether or not including any portion of the Premises) is so damaged by fire or other casualty (whether or not insured) that substantial alteration or reconstruction or demolition of the Building shall in Landlord’s judgment be required, then and in either of such events, this Lease and the Term hereof may be terminated at the election of Landlord or Tenant by a notice in writing of its election so to terminate which shall be given within sixty (60) days following such fire or other casualty), then this Lease and the term and estate hereby granted may effective termination date of which shall be terminated by Landlord giving to Tenant within 90 not less than thirty (30) days after the day on which such termination notice is received by the other party; provided, however, with respect to any termination under clause (ii) where the Premises have not been damaged, Tenant may elect to extend the termination date of such damage written notice specifying a date, not less than 30 to the date that is one hundred eighty (180) days after the giving delivery of such Landlord’s termination notice, for such termination. In the event of the giving of such notice of any termination, this Lease and the term and estate hereby granted Term hereof shall expire as of the such effective termination date specified therefor in such notice with the same effect s if such date as though that were the date hereinbefore specified for the expiration of the full term of this Lease, Expiration Date as stated in Exhibit 1 and the fixed rent and additional rent payable hereunder Yearly Rent shall be apportioned as of such date date; and if the Premises or any part thereof shall have been rendered unfit for use and occupation by reason of terminationsuch damage the Yearly Rent (together with Operating Costs Excess, subject to abatementTax Excess, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(bElectricity Charge) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of casualty to the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not beeffective termination date, or shall cease to bea just and proportionate part thereof, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease according to the nature and extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liabilitythe Premises shall have been so rendered unfit, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseabated.

DAMAGE BY FIRE, ETC. If any part of the premises shall be Premises or the Building are damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to forthwith repair the collection by Landlord of insurance proceedssame, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent provided that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall repairs can be abated for the period from the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty within two hundred seventy (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 270) days after the date of such damage written notice specifying a dateunder the laws and regulations of the federal, not less than 30 days after the giving of such notice, for such terminationstate and local governmental authorities having jurisdiction thereof. In the event of the giving of such notice of terminationevent, this Lease shall remain in full force and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder except that Tenant shall be apportioned as entitled to a proportionate reduction of Base Rent and Additional Charges while such date repairs to be made hereunder by Landlord are being made. Such reduction of termination, subject to abatementrent, if any, as shall be based upon the greater of (i) the proportion that the area of the Premises rendered untenantable by such damage bears to the total area of the Premises; or (ii) the extent to which such damage and the making of such repairs by Landlord shall interfere with the business carried on by Tenant in the Premises, where clause (ii) is limited to the extent above providedof rental abatement insurance allowed by Landlord’s casualty insurance policy. In Within twenty (20) days after the event date of such damage, Landlord shall not give notify Tenant of the approximate date by which Landlord believes that it can complete the repair of such notice damage (“Estimated Damage Completion Date”) (including such dates for each floor of termination, Tenant's obligation the Premises if the completion thereof will occur on different dates) and the date by which Landlord would need to pay all rent commence construction (“Estimated Construction Commencement Date”) in order to complete repairs by the Estimated Damage Completion Date and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) Landlord’s determination thereof shall be in effect or for the period of nine binding on Tenant. If Landlord’s Estimated Damage Completion Date is more than two hundred seventy (9270) months days from the date of such damage, whichever Landlord shall have the option within thirty (30) days after the date of such damage either to: (i) notify Tenant of Landlord’s intention to repair such damage and diligently prosecute such repairs, in which event (subject to Tenant’s right to terminate specified below) this Lease shall continue in full force and effect and the Base Rent and Additional Charges shall be reduced as provided herein; or (ii) notify Tenant of Landlord’s election to terminate this Lease as of a date specified in such notice, which date shall not be less than thirty (30) days nor more than sixty (60) days after notice is longer. Notwithstanding anything given; provided, however, in the event the damage giving rise to such right to terminate this Lease by Landlord is the result of damage in only one of the two buildings in the Project, Landlord’s right to terminate this Lease shall only apply to the contrary contained hereinportion of the Premises, if at any, in such building, and in such event the time Lease shall remain in full force and effect with respect to the balance of the damage or destruction Premises and the premises Base Rent and Tenant’s Share shall be appropriately adjusted to reflect the portion of the Premises, if any, with respect to which this Lease is terminated. In the event that such notice to terminate is given by Landlord, this Lease shall terminate on the date specified in such notice. In the event that Landlord notifies Tenant that Landlord’s Estimated Damage Completion Date is more than two hundred seventy days (270) days following the date of the damage, Tenant shall have a right to terminate the Lease in respect of all floors of the Premises to which Landlord’s notice applies (“Affected Premises Portion”) within fifteen (15) days following receipt of Landlord’s notice, by providing Landlord with written notice of its election to do so. In such event (and also in the Tenant's opinion reasonably exercised event Landlord terminates the lease pursuant to the immediately preceding sentence), Tenant shall have no liability in respect of the portion of the Premises with respect to which the Lease was terminated, for payment of the deductible under Landlord’s insurance relating to such damage. In case of termination by either event, the Base Rent and Additional Charges shall be prospectively untenantable reduced by a proportionate amount based upon the extent to which such damage interfered with the business carried on by Tenant in the Premises, and Tenant shall pay such reduced Base Rent and Additional Charges up to the date of termination. Landlord agrees to refund to Tenant any Base Rent and Additional Charges previously paid in respect of a portion of the Premises with respect to which the Lease has terminated, for 12 months or moreany period of time subsequent to such date of such termination. In the event the Lease is terminated in respect of only a portion of the Premises leaving the Lease in effect with respect to the balance of the Premises the Base Rent and Tenan t’s Share shall be appropriately adjusted. If, and to the extent, neither Landlord nor Tenant have terminated this Lease pursuant to the provisions set forth above, and the construction of the repairs has not commenced within ninety (90) days of the Estimated Construction Commencement Date, Tenant shall have the rightadditional right to terminate this Lease in respect of the Affected Premises Portion during the first five (5) business days of each calendar month following the end of such period until such time as construction of the repairs has commenced, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to LandlordLandlord (the “Damage Termination Notice”), effective as of a date set forth in the Damage Termination Notice (the “Damage Termination Date”), which notice Damage Termination Date shall specify be no earlier than thirty (30) days or later than sixty (60) days following the date of cancellation not earlier than 30 such Damage Termination Notice. At any time, from time to time, after the date occurring sixty (60) days following after the giving date of such notice. Such cancellation shall otherwise be the damage, Tenant may request that Landlord inform Tenant of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as Landlord’s reasonable opinion of the date of completion of the repairs and Landlord shall respond to such cancellationrequest in reasonable detail within five (5) business days following receipt of such request. Each party agrees The repairs to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlordbe made hereunder by Landlord shall not include, and insuring Tenant's Property in the premisesLandlord shall not be required to repair, in the case of Tenant, against loss, any damage of destruction by fire or other casualty) a waiver cause to the property of Tenant or any repairs or replacements of any paneling, decorations, railings, floor coverings or any alterations, additions, fixtures or Improvements installed on the Premises by or at the expense of Tenant (excluding the initial Tenant Improvements constructed by Landlord). Tenant hereby waives the provisions of Section 1932.2, and Section 1933.4, of the insurer's right Civil Code of subrogation against California. Notwithstanding anything contained herein to the other party and against all other tenants in the Building, orcontrary, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, Major Casualty occurs with respect to any claim (including a claim for negligence) which it might otherwise have against portion of the other party (orBuilding, in and the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of net insurance proceeds by either party for loss, damage obtained as a result of such casualty are ninety percent (90%) or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount a lesser percentage of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair cost of restoration, as the case may be. Nothing contained in this paragraph rebuilding or replacement, then Landlord shall not be deemed obligated to relieve either party of any duty imposed elsewhere in this Lease to repairundertake such restoration, restore rebuilding or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.replacement

DAMAGE BY FIRE, ETC. If any part of 22.1 In the premises shall be event the Premises or the Building are damaged by fire or other casualtycause and in Landlord’s reasonable estimation such damage can be materially restored within one hundred fifty (150) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within twenty (20) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not less than 30 prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred fifty (150) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified therefor in of such notice with the same effect s damage as if such date were the date hereinbefore specified had been originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedTerm. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not give such notice of terminationbe required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant's obligation . Any insurance which may be carried by Landlord or Tenant against loss or damage to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) the Building or Premises shall be in effect or for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within thirty (30) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of nine (9) months from time, whereupon the Lease shall end on the date of such damagenotice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, whichever however, that if construction is longer. delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the premises shall in the Tenant's opinion reasonably exercised be prospectively Premises untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damageLandlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to elect to cancel the terminate this Lease by giving delivering written notice of termination to LandlordTenant within fifteen (15) days after such requirement is made by any such holder, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each party agrees damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the casualty or (b) any other form Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of permission for the release all of the other party. If property belonging to Tenant or its licensees from such waiver, agreement portion or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, Premises as Landlord shall have no application in such caserequest.

DAMAGE BY FIRE, ETC. If any part of 22.1 In the premises shall be event the Premises or the Building are damaged by fire or other casualtycause and in Landlord's reasonable estimation such damage can be materially restored within ninety (90) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within forty-five (45) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not less than 30 prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord's reasonable estimation, be made within ninety (90) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified therefor in of such notice with the same effect s damage as if such date were the date hereinbefore specified had been originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedTerm. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not give such notice of terminationbe required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant's obligation . Any insurance which may be carried by Landlord or Tenant against loss or damage to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) the Building or Premises shall be in effect or for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of nine (9) months from time, whereupon the Lease shall end on the date of such damagenotice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, whichever however, that if construction is longer. delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last six (6) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the premises shall in the Tenant's opinion reasonably exercised be prospectively Premises untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damageLandlord's notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to elect to cancel the terminate this Lease by giving delivering written notice of termination to LandlordTenant within fifteen (15) days after such requirement is made by any such holder, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each party agrees damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before provisions of this Article 22, it shall be Tenant's responsibility to properly secure the casualty or (b) any other form Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of permission for the release all of the other party. If property belonging to Tenant or its licensees from such waiver, agreement portion or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, Premises as Landlord shall have no application in such caserequest.

DAMAGE BY FIRE, ETC. SECTION 1. If any part of the demised premises or the Building shall be damaged or destroyed by fire fire, windstorm or any other insured casualty, Tenant the Lessee shall immediately give prompt written notice thereof to Landlord the Lessor and Landlord unless this Lease is terminated as hereinafter provided the Lessor at its own expense shall proceed with reasonable diligence subsequent repair or rebuild the same so as to restore the collection by Landlord demised premises to substantially the same condition they were in immediately prior to such damage or destruction, subject, however, to zoning and building laws then in existence, provided that the Lessor shall not be responsible for any delay in such repair or reconstruction as described in Section 14 of Article XXII hereof, and provided further that Lessor shall not be required to expend more than the net amount of insurance proceeds, and in a manner consistent with if any, received by Lessor for such purposes, it being understood that the provisions application of insurance proceeds is subject to the right of any underlying mortgagee of the demised premises. SECTION 2. If either the demised premises or the Building shall be damaged or destroyed to the extent of twenty percent (20%) or more on a square footage basis by any cause (whether insured against by the Lessor or not), the Lessor may elect by written notice to the Lessee either to terminate this lease and any underlying mortgage, or to repair such damageor rebuild on the conditions set forth in Section 1. Further, and if any part of the demised premises shall be rendered untenantable are so destroyed, Lessee may, by reason notice given to Lessor within 45 days of such damage, notify Lessor of its desire to terminate this Lease ("Lessee's Termination Notice"). If such Lessee's Termination Notice is given this Lease shall terminate 60 days after such notice is given unless, within 60 days after such notice is given, Lessor delivers to Lessee its certification (a "Restoration Notice") that it intends to cause the annual fixed rent payable hereunder, demised premises or the Building to be restored to substantially the extent that such fixed rent relates condition they were in prior to such part damage within 270 days of the event giving rise to such notice. If Lessor gives a Restoration Notice and thereafter substantially completes the restoration of the demised premises and such abatement is in excess the Building (except for items of work and mechanical adjustment which can be completed without substantial interference to Lessee's use of the annual rate demised premises) in accordance with Section 1 above within said 270 day period, which 270 day period will be extended for any period of any other existing abatement of fixed rent relating thereto under any other covenantdelay caused by a Force Majeure Event (but not beyond 365 days in the aggregate), agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminateremain in full force and effect, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenantnotwithstanding Lessee's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this LeaseTermination Notice, and that if such restoration is not substantially completed within said 270 day period (as the Landlord shall not same may be obligated extended due to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualtyForce Majeure Event), then Lessee shall have the right to terminate this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a date, not less than 30 given within thirty (30) days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy said 270 day period (as required under Article 10(b) below) shall the same may be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything extended due to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseForce Majeure Event).

DAMAGE BY FIRE, ETC. (a) If the entire premises or any part of the premises ------------------- thereof shall be damaged by fire or other casualty, casualty and Tenant shall give prompt written notice thereof to Landlord and Landlord, Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair or cause to be repaired such damage, and if the premises, or any part of the premises thereof, shall be rendered untenantable by reason of such damage, the annual fixed and additional rent payable hereunder, or an amount thereof apportioned according to the extent that such fixed rent relates to such part area of the premises and such abatement is in excess of so rendered untenantable if less than the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Leaseentire premises shall be so rendered untenantable, shall be abated for the period from the date of such damage to the date when such part of the premises damage shall have been made tenantable or repaired as aforesaid; * however, if such condition of untenantability shall continue for a period of ninety (90) days following any such casualty, Tenant shall have the right by notice to such earlier Landlord at any time thereafter, but prior to the date upon which the full term of premises are restored to terminate this Lease with respect no further liability of one party to the other; provided, however, that if Landlord or any mortgagee of the Building and the Land shall be unable to collect the insurance proceeds (including rent insurance proceeds) applicable to such damage because of some action or inaction on the part of the premises shall expire or terminateTenant, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant, the cost of repairing such damage shall be paid by Tenant and there shall be no abatement of rent. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or on any fixtures, equipment, improvements, installations or appurtenances made or removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If . (b) In case the Building shall be so damaged by such fire or other casualty that substantial alteration or reconstruction of the Building or the premises shall, in the opinion of Landlord's reasonable opinion, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then Landlord may, at its option, terminate this Lease and the term and estate hereby granted may be terminated by Landlord giving to notifying Tenant in writing of such termination within 90 sixty (60) days after the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such terminationdamage. In the event of the giving of that such a notice of terminationtermination shall be given, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in of such notice termination with the same effect s as if such date that were the date hereinbefore specified set for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provideddate. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue the premises are rendered uninhabitable for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the a period of nine ninety (990) months from the date of days following any such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or morecasualty, Tenant shall have the rightright by notice to Landlord at any time thereafter, but prior to the date the premises are restored to terminate this Lease with no further liability of one party to the other. (c) Each of the Landlord and Tenant hereby releases the other from any and all liability or responsibility (to the other or any one claiming through or under it by way of subrogation or otherwise) under fire and extended coverage or supplementary contract casualties, if such fire or other casualty shall have been caused by the fault or negligence of the other party or anyone for whom such party may be responsible; provided, however, that this release shall be applicable and in force and effect only with respect to loss or damage occurring during such time as the releasor's policies shall contain a clause or endorsement to the effect that any such release shall not adversely affect or impair, such policies or prejudice the right of the releasor to recover thereunder. Each of Landlord and Tenant agrees that its policies will include such a clause or endorsement so long as the same shall be obtainable without extra cost, or if such cost shall be charged therfor, so long as the other party pays such extra cost if extra cost shall be chargeable therefor, each party shall notify the other party thereof and of the amount of the extra cost, and the other party shall be obligated to pay the extra cost unless, within 10 ten (10) days after date of damagesuch notice, it elects not to elect be obligated so to cancel the Lease do by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other original party. If such waiver, agreement clause or permission shall endorsement is not beavailable, or shall cease if either party should not desire the coverage at extra cost to be, obtainable (i) without additional charge, or (ii) at allit, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term provisions of this Lease paragraph shall not apply to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such casequestion.

DAMAGE BY FIRE, ETC. If any part of SECTION 1. In the event the premises shall be damaged or destroyed by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed shall, with all reasonable diligence subsequent to the collection by Landlord of insurance proceedsdiligence, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, damage and if any part of restore the premises shall to (a) If the premises or the building of which they are a part be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, at any time destroyed or damaged to the extent that such fixed rent relates of one-third or more of its then replacement value by a casualty which is not an "insured casualty" (an "insured casualty" being a casualty which is not covered by Landlord's standard fire and extended coverage insurance policy), Landlord shall have the right to such part cancel and terminate this lease, as of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of the happening of such damage event, by giving Tenant notice of its election so to do within sixty (60) days after the date when happening of such part of event. (b) In the event the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees building of which they are a part shall be destroyed or invitees damaged to extent of Tenant. Landlord shall not be liable for any inconvenience one-third or annoyance to Tenant or injury to the business more of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable its then replacement value by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not an insured casualty) within three (3) years of the premises date when the term hereof, or any extension thereof agreed to before such casualty, would otherwise expire, Landlord shall have been damaged the right to cancel and terminate this lease, as of the date of the happening of such event, by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving Tenant notice of its election so to Tenant do within 90 sixty (60) days after the happening of such event. SECTION 2. Notwithstanding the foregoing provisions of this Article, Tenant hereby agrees to repair any damage to the premises resulting from a casualty (other than an insured casualty as that term is defined in Section l(a)) caused by the negligence of Tenant, its employees, agents, contractors, customers, invitees and licensees. SECTION 3. In the event the Shopping Center of which the premises are a part be damaged or destroyed to the extent of one-third or more of its then replacement value, and whether or not the premises are themselves damaged, Landlord shall have the right to cancel and terminate this lease, as of the date of the happening of such damage written event, by giving Tenant notice specifying a date, not less than 30 of its election so to do within sixty (60) days after the giving happening of such noticeevent. SECTION 4. In case Landlord elects to repair, for such terminationrebuild or restore as in this Article XIII provided, then its obligation shall be limited to the basic building and exterior work as covered in Exhibit D attached hereto. SECTION 5. In the event of any termination of this lease under the giving provisions of such Sections 1 and 3 of this Article XIII, the lease shall terminate at the end of the calendar month in which the notice of termination, this Lease termination prescribed by said Sections 1 and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever 3 is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such casegiven.

DAMAGE BY FIRE, ETC. (a) During the entire Term of this Lease, and adjusting insurance coverages to reflect current values from time to time:—(i) Landlord shall keep the Building (excluding Alterations installed in the Premises after the Commencement Date (“Later Alterations”) and any personal property or trade fixtures installed by or at the expense of Tenant) insured in accordance with Exhibit 3; and (ii) Tenant shall keep its personal property and trade fixtures in and about the Premises and the Later Alterations insured in accordance with Exhibit 3. (b) If any part portion of the premises Premises required to be insured by Landlord under the preceding paragraph shall be damaged by fire or other insured casualty, Tenant or the use thereof or access thereto shall give prompt written notice thereof be legally prohibited (or prohibited by Landlord) due to Landlord and fire or other insured casualty (regardless of whether or not such fire or other insured casualty actually damages the Premises), Landlord shall proceed with reasonable diligence subsequent diligence, subject to the collection by then applicable statutes, building codes, zoning ordinances, and regulations of any governmental authority, and at the expense of Landlord (but only to the extent of insurance proceeds, and in proceeds made available to Landlord by any mortgagee of the real property of which the Premises are a manner consistent with the provisions of any underlying lease and any underlying mortgage, part) to repair or cause to be repaired such damage, provided, however, in respect of any Later Alterations as shall have been damaged by such fire or other casualty and if which (in the judgment of Landlord) can more effectively be repaired as an integral part of Landlord’s repair work on the Premises, that such repairs to such Later Alterations shall be performed by Landlord but at Tenant’s expense; in all other respects, all repairs to and replacements of Tenant’s property and Later Alterations shall be made by and at the expense of Tenant. If the Premises or any part of the premises thereof shall be have been rendered untenantable unfit for use and occupation hereunder by reason of such damage, the annual fixed rent payable hereunderYearly Rent (together with Operating Costs Excess and Tax Excess) or a just and proportionate part thereof, according to the nature and extent that such fixed rent relates to such part of which the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this LeasePremises shall have been so rendered unfit, shall be suspended or abated for until the period from the date of such damage Premises (except as to the date when such part property which is to be repaired by or at the expense of the premises Tenant), or legal access thereto or use thereof as aforesaid, shall have been made tenantable or restored as nearly as practicably may be to such earlier date upon the condition in which the full term of this Lease with respect they were immediately prior to such part of the premises shall expire or terminate, unless such fire or other casualty casualty, provided, however, that if Landlord or any mortgagee of the Building or of the Building and the land or Landlord’s interest therein shall have resulted from be unable to collect the negligence insurance proceeds (including rent insurance proceeds) applicable to such damage or associated business interruption because of Tenant some action or inaction on the part of Tenant, or the employees, licensees or invitees of Tenant, the cost of repairing such damage shall be paid by Tenant and there shall be no abatement of rent. Landlord shall not be liable for delays in the making of any such repairs which are due to government regulation, casualties and strikes, unavailability of labor and materials, and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage delays in repairing such damage. If (i) the Premises (or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage legal access thereto or replace the same. If substantial alteration use thereof) are so damaged or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage prevented by fire or other casualty (whether or not insured) at any time during the premises shall have been last thirty months of the Term hereof that the cost to repair such damage is reasonably estimated to exceed one third of the total Yearly Rent payable hereunder for the period from the estimated date of restoration until the Expiration Date, or (ii) the Building (whether or not including any portion of the Premises) is so damaged by fire or other casualty (whether or not insured) that substantial alteration or reconstruction or demolition of the Building shall in Landlord’s reasonable judgment be required, then and in either of such events, this Lease and the Term hereof may be terminated at the election of Landlord by a notice in writing of its election so to terminate which shall be given by Landlord to Tenant within sixty (60) days following such fire or other casualty), then this Lease and the term and estate hereby granted may effective termination date of which shall be terminated by Landlord giving to Tenant within 90 not less than thirty (30) days after the date of day on which such damage written termination notice specifying a date, not less than 30 days after the giving of such notice, for such terminationis received by Tenant. In the event of the giving of such notice of any termination, this Lease and the term and estate hereby granted Term hereof shall expire as of the such effective termination date specified therefor in such notice with the same effect s if such date as though that were the date hereinbefore specified for the expiration of the full term of this Lease, Expiration Date as stated in Exhibit 1 and the fixed rent and additional rent payable hereunder Yearly Rent shall be apportioned as of such date date; and if the Premises or any part thereof shall have been rendered unfit for use and occupation by reason of termination, subject to abatement, if any, as such damage the Yearly Rent (together with Operating Costs Excess and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(bTax Excess) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything the fire or other casualty to the contrary contained hereineffective termination date, if at or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated. (c) If any portion of the Premises or any portion of the Building shall be damaged or destroyed by fire or other casualty to the extent that the operation of Tenant’s business in the Premises in the normal course is materially adversely affected, then, within forty-five (45) days of such fire or other casualty, Landlord shall submit to Tenant a reasonable engineering estimate as to the estimated length of time to complete such repairs. If the time of the damage or destruction the premises period set forth in such estimate shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 exceed two hundred seventy (270) days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees casualty, Tenant may elect, by a notice sent within fifteen (15) days after notice of such estimate is sent to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other partyto terminate this Lease. If such waiverestimate shall fall within the 270-day limit, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application such right to terminate and Landlord shall, subject to the provisions of this Article 18, proceed to complete the repairs or restoration, subject always to delays for causes beyond Landlord’s reasonable control including, but not limited to the causes specified in such caseArticle 26 hereof, and the other limitations set forth in this Article 18.

DAMAGE BY FIRE, ETC. In the event of loss of, or damage to, the Demised Premises or the Building by fire or other casualty, the rights and obligations of the parties hereto shall be as follows: (a) If the Demised Premises, or any part of the premises thereof, shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord Landlord, and Landlord Landlord, upon receiving such notice, shall proceed promptly and with reasonable diligence subsequent due diligence, subject to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgageunavoidable delays, to repair repair, or cause to be repaired, such damage, and if . If the Demised Premises or any part of the premises thereof shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, whether to the extent that such fixed rent relates Demised Premises or to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenantBuilding, agreement, term, provision or condition of this Lease, Yearly Fixed Rent shall be abated proportionately xxxxx for the period from the date of such damage to the date when such part of the premises damage shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminaterepaired. (b) If, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant whole or a substantial portion of the Building is rendered untenantable, Landlord, within 90 ninety (90) days after from the date of such damage written fire or casualty, may terminate this Lease by notice to Tenant, specifying a date, date not less than 30 thirty (30) nor more than sixty (60) days after the giving of such notice, for such termination. In notice on which the event Term of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of terminate. If Landlord does not so elect to terminate this Lease, then Landlord shall (to the extent that insurance proceeds, net of any portion thereof retained by a Mortgagee, are made available for such purpose) proceed with diligence to repair the damage to the Demised Premises and all facilities serving the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatementsame, if any, which shall have occurred, and the Yearly Fixed Rent shall meanwhile proportionately xxxxx, all as provided in Paragraph (a) of this Section. However, if such damage is not repaired and the Demised Premises restored to substantially the extent above provided. In the event Landlord shall not give same condition as they were prior to such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of damage within nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to Tenant within thirty (30) days from the contrary contained hereinexpiration of such nine (9) month period or from the expiration of any extension thereof by reason of unavoidable delays as hereinafter provided, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the may terminate this Lease by giving written notice to Landlord, which notice shall specify the specifying a date of cancellation not earlier more than 30 sixty (60) days following after the giving of such notice. Such cancellation shall otherwise be of no effect upon notice on which the covenants and agreements Term of this Lease to shall terminate. The period within which the required repairs may be kept and observed accomplished shall be extended by the Tenantnumber of days, and Tenant not to exceed one hundred eighty (180) days, lost as a result of unavoidable delays, which term shall not be released defined to include all delays referred to in Article 24. (c) If the Demised Premises shall be rendered untenantable by fire or relieved other casualty during the last two (2) years of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied the Term of this Lease, Landlord may terminate this Lease effective as of the date of such cancellation. Each party agrees fire or other casualty upon notice to endeavor to have included in each of its insurance policies Tenant given within ninety (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by 90) days after such fire or other casualty. (d) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy Landlord shall not be invalidated if the assured waives the right of recovery against required to repair or replace any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant’s business machinery, against equipment, cabinet work, furniture, personal property or other installations (all such other tenantsof which shall, however, be restored by Tenant within thirty (30) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, days after Landlord shall have completed any repair or restoration required under the terms of this Article), and no damages, compensation or paymentclaim shall be payable by Landlord for inconvenience, then, provided the first party's right loss of full recovery under its insurance policies is not thereby prejudiced business or otherwise adversely affected, the amount annoyance arising from any repair or restoration of any portion of the net proceeds Demised Premises or of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair Building. (e) The provisions of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease Article shall be considered an express agreement governing any case instance of damage to or destruction of the Building or any part thereof the Demised Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York any law now or hereafter in force providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, agreement shall have no application application. (f) In the event of any termination of this Lease pursuant to this Article, the Term of this Lease shall expire as of the effective termination date as fully and completely as if such date were the date originally fixed herein for the end of the Term of this Lease. Tenant shall have access to the Demised Premises for a period of fifteen (15) days after the date of termination in such caseorder to remove Tenant’s personal property. (g) Landlord’s Architect’s certificate, given in good faith, shall be deemed conclusive of the statements therein contained and binding upon Tenant with respect to the performance and completion of any repair or restoration work undertaken by Landlord pursuant to this Article or Article 18.

DAMAGE BY FIRE, ETC. If any part (A) Landlord agrees to maintain standard fire and extended coverage insurance covering the Building in an amount not less than 90% of the premises full "replacement cost" thereof (as such term is defined in the Replacement Cost Endorsement to be attached thereto, if any) insuring against the perils of fire and lightning and including extended coverage, and earthquake and flood coverage, or at Landlord's option, "All Risk" coverage, with earthquake and flood coverage, all such coverages and endorsements to be as defined, provided and limited in the standard bureau forms prescribed by the insurance regulatory authority for the state in which the property is situated for use by insurance companies admitted in such state for the writing of such insurance on risks located within such state. Subject to the provisions of paragraphs 23(C), 23(D) and 23(F), such insurance shall be for the sole benefit of Landlord and under its sole control. Such insurance shall include protection for continuation of rental payments for a period of 12 months in the event of any damage caused by the perils referred to above. Xxxxxx agrees to pay to Landlord, as additional rental, Landlord's commercially reasonable cost of maintaining such insurance. Said payments shall be made to landlord within ten days after presentation to Tenant of Landlord's statement setting forth the amount due with a copy of the invoice and the failure to pay such share shall be treated in the same manner as a default in the payment of rent hereunder when due. Any payment to be made pursuant to this Paragraph with respect to the year in which the Lease commences or terminates shall be prorated. Tenant shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained by Landlord hereunder unless Landlord is included as an additional insured thereon. Tenant shall immediately notify Landlord whenever any such separate insurance is taken out and shall promptly deliver to Landlord the policy or policies of such insurance. (B) If the Building should be damaged or destroyed by fire fire, tornado or other casualty, Tenant shall give prompt immediate written notice thereof to Landlord. (C) If the Building should be damaged by any peril covered by the insurance to be provided by Landlord under Paragraph 23(A), but only to such extent that the Building can in Landlord's reasonable estimation (which shall be made within 45 days after the damage) be materially restored within 180 days after the date upon which Landlord is notified by Tenant of such damage (except that Landlord may elect not to rebuild if such damage occurs during the last year of the Term unless Tenant immediately elects to renew the Lease, if any renewal terms remain available to be exercised), this Lease shall not terminate, and Landlord shall at its sole cost and expense thereupon proceed with reasonable diligence subsequent to rebuild and repair such building to substantially the collection by Landlord of insurance proceeds, and condition in a manner consistent with the provisions of any underlying lease and any underlying mortgage, which it existed prior to repair such damage, and if Landlord shall rebuild, repair or replace any part of the premises partitions, fixtures, additions and other improvements which may have been placed in, on or about the Premises by Tenant. If the Premises are untenantable in whole or in part following such damage, the rent payable hereunder during the period in which the Premises are untenantable shall be rendered untenantable reduced to such extent as may be fair and reasonable under all of the circumstances and fully abated if the Premises are wholly untenantable. In the event that Landlord should fail to materially restore the Building within 180 days after the date upon which Landlord is notified by reason Tenant of such damage, Tenant may (if it has given Landlord at least 30 days notice of its need and intent to do so) at its option terminate this Lease by delivering written notice of its termination to Landlord as Tenant's exclusive remedy, whereupon all rights and obligations hereunder shall cease and terminate; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Xxxxxx, strikes, lockouts, casualties, acts of God, war, material or labor shortages, Governmental regulation or control or other causes beyond the annual fixed rent payable hereunderreasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed up to 90 additional days. For purposes hereof, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Xxxxxx's use of the Premises for the purpose for which it was then being used. (D) If the Building should be damaged or destroyed by fire, tornado or other casualty and Landlord is not required to rebuild pursuant to the extent that provisions of paragraph 23(C), this Lease shall at the option of Landlord, upon notice to Tenant, given within 30 days after Landlord is notified by Tenant of such fixed damage, terminate and the rent relates to such part of shall be abated during the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition unexpired portion of this Lease, effective upon the date of the occurrence of such damage. (E) Notwithstanding anything herein to the contrary and unless otherwise provided in a nondisturbance agreement, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or the Building requires that the insurance proceeds to be applied to such indebtedness, then Landlord shall be abated for have the period from right to terminate this Lease by delivering written notice of termination to Tenant within 15 days after such requirement is made by any such holder, whereupon this Lease and on the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance notice to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after if the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. Term. (F) In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the any damage or destruction to the premises shall in Premises by any peril covered by the provisions of this Article, Tenant shall, upon notice from Landlord, forthwith remove, at its sole cost and expense, such portion or all of the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months shelves, bins, machinery and other trade fixtures and all other property belonging to Tenant or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of his licensees from such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released portion or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as all of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy Premises as Landlord shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, request and Tenant hereby releases all other tenants in the Building, with respect to any claim indemnifies and holds Landlord (including without limitation the trustee and beneficiaries if Landlord is a claim for negligence) which it might otherwise have against the other party (ortrust), in the case of Tenant, against all such other tenants) for Landlord's agents and employees harmless from any loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. Ifclaims, notwithstanding the recovery suits, costs, expenses, including attorney's fees and damages, both real and alleged, arising out of insurance proceeds by either party for loss, any damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount injury as a result of the net proceeds failure to properly secure the Premises prior to such removal and/or as a result of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseremoval.

DAMAGE BY FIRE, ETC. If 21.1 Landlord shall maintain all insurance policies deemed by Landlord to be reasonably necessary or desirable and relating in any part manner to the protection, preservation or operation of the premises Premises, including by not limited to, standard fire and extended coverage insurance covering the Premises in an amount not less than ninety percent (90%) of the replacement cost thereof insuring against the perils of fire and lightning and including extended coverage or, at Landlord's option, all risk coverage and, if Landlord so elects, earthquake, flood and wind coverages and Tenant shall pay, as additional rent, the cost of such policies upon demand by Landlord. Such insurance shall be for the sole benefit of Landlord and under its sole control. Tenant shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained by Landlord hereunder unless Landlord is included as a loss payee thereon. Tenant shall immediately notify Landlord whenever any such separate insurance is taken out and shall promptly deliver to Landlord the policy or policies of such insurance. 21.2 In the event the Premises or the Building are damaged by fire or other casualtycause and in Landlord's reasonable estimation such damage can be materially restored within one hundred eighty (180) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within thirty (30) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed materially restored if they are in such condition as would not less than 30 prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage. 21.3 If such repairs cannot, in Landlord's reasonable estimation, be made within one hundred eighty (180) days, Landlord and Tenant shall each have the option of giving the other at any time within forty-five (45) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified therefor in of such notice with the same effect s damage at if such date were the date hereinbefore specified had been originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedTerm. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 21.2. 21.4 Landlord shall not give such notice of terminationbe required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant's obligation . Any insurance which may be carried by Landlord or Tenant against loss or damage to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) the Building or Premises shall be in effect or for the sole benefit of the party carrying such insurance and under its sole control. 21.5 In the event that Landlord should fail to complete such repairs and material restoration within forty-five (45) days after the date estimated by Landlord therefor as extended by this Section 21.5, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of nine (9) months from time, whereupon the Lease shall end on the date of such damagenotice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, whichever however, that if construction is longer. delayed because of changes, deletions or additions in construction requested by Tenant, strike, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount or time Landlord is so delayed. 21.6 Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 21 occur during the last twelve (12) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant within 30 days after the premises casualty and if such damages shall in render any material portion of the Tenant's opinion Premises untenantable as determined by Tenant acting reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damageLandlord's notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to elect to cancel the terminate this Lease by giving delivering written notice of termination to LandlordTenant within fifteen (15) days after such requirement is made by any such holder, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each party agrees damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 21.7 In the event of any damage or destruction to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before provisions of this Article 21, it shall be Tenant's responsibility to properly secure the casualty or (b) any other form Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of permission for the release all of the other party. If property belonging to Tenant or its licensees from such waiver, agreement portion or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, Premises as Landlord shall have no application in such casereasonably request.

DAMAGE BY FIRE, ETC. Landlord shall keep in force casualty insurance with respect to the Building in an amount approximately equal to the full replacement cost thereof. Such insurance shall afford protection against fire and the other perils customarily covered by a so-called "all risk" policy. In the event of loss of, or damage to, the Demised Premises or the Building by fire or other casualty, the rights and obligations of the parties hereto shall be as follows: (a) If the Demised Premises, or any part of the premises thereof, shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord Landlord, and Landlord Landlord, upon receiving such notice, shall proceed promptly and with reasonable diligence subsequent due diligence, subject to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgageunavoidable delays, to repair repair, or cause to be repaired, such damage, and if . If the Demised Premises or any part of the premises thereof shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, whether to the extent that such fixed rent relates Demised Premises or to such part of the premises Building, Yearly Fixed Rent and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, Additional Rent payable pursuant to Sections 6.2 and 6.3 shall be abated proportionately xxxxx for the period from the date of such damage to the date when such part of the premises damage shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminaterepaired. (b) If, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant whole or a substantial portion of the Building or the Demised Premises is rendered untenantable, Landlord, within 90 ninety (90) days after from the date of such damage written fire or casualty, may terminate this Lease by notice to Tenant, specifying a date, date not less than 30 twenty (20) nor more than forty (40) days after the giving of such notice, for such termination. In notice on which the event Term of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of terminate. If Landlord does not so elect to terminate this Lease, then Landlord shall proceed with diligence to repair the damage to the Demised Premises and all facilities serving the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatementsame, if any, which shall have occurred, and the Yearly Fixed Rent and Additional Rent payable pursuant to Sections 6.2 and 6.3 shall meanwhile proportionately xxxxx, all as provided in Paragraph (a) of this Section. However, if such damage is not repaired and the Demised Premises restored to substantially the extent above provided. In the event Landlord shall not give same condition as they were prior to such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy damage within six (as required under Article 10(b) below) shall be in effect or for the period of nine (96) months from the date of such damage, whichever is longer. Notwithstanding anything to Tenant within thirty (30) days from the contrary contained hereinexpiration of such six (6) month period or from the expiration of any extension thereof by reason of unavoidable delays as hereinafter provided, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the may terminate this Lease by giving written notice to Landlord, which notice shall specify the specifying a date of cancellation not earlier more than 30 sixty (60) days following after the giving of such notice. Such cancellation shall otherwise be of no effect upon notice on which the covenants and agreements Term of this Lease to shall terminate. The period within which the required repairs may be kept and observed accomplished shall be extended by the Tenantnumber of days, and Tenant not to exceed ninety (90) days, lost as a result of unavoidable delays, which term shall not be released defined to include all delays referred to in Article 24. (c) If the Demised Premises shall be rendered untenantable by fire or relieved other casualty during the last year of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied the Term of this Lease, either party may terminate this Lease effective as of the date of such cancellation. Each party agrees fire or other casualty upon notice to endeavor to have included in each of its insurance policies the other given within thirty (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by 30) days after such fire or other casualty. (d) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy Landlord shall not be invalidated if required to repair or replace any of Tenant's business machinery, equipment, cabinet work, furniture, personal property or other installations made by Tenant (all of which shall, however, be restored by Tenant within a reasonable time after Landlord shall have completed any repair or restoration required under the assured waives the right terms of recovery against this Article), and no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any party responsible for a casualty covered by the policy before the casualty repair or (b) restoration of any other form of permission for the release portion of the other partyDemised Premises or of the Building. If Any insurance proceeds received by Tenant in connection with such waiver, agreement loss or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission damage shall be included in the policy. Each party hereby releases the other party, and applied by Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease repair or restoration to the extent reasonably necessary to which it is insured under a policy or policies containing a waiver accomplish the same. (e) The provisions of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease Article shall be considered an express agreement governing any case instance of damage to or destruction of the Building or any part thereof the Demised Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York any law now or hereafter in force providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, agreement shall have no application application. (f) In the event of any termination of this Lease pursuant to this Article, the Term of this Lease shall expire as of the effective termination date as fully and completely as if such date were the date herein originally scheduled as the Termination Date. (g) Landlord's Architect's certificate, given in such casegood faith, shall be deemed conclusive of the statements therein contained and binding upon Tenant with respect to the performance and completion of any repair or restoration work undertaken by Landlord pursuant to this Article or Article 18.

DAMAGE BY FIRE, ETC. Section 1. If any part of the demised premises or the Building shall be damaged or destroyed by fire fire, windstorm or any other insured casualty, Tenant the Lessee shall immediately give prompt written notice thereof to Landlord the Lessor and Landlord unless this Lease is terminated as hereinafter provided the Lessor at its own expense shall proceed with reasonable diligence subsequent repair or rebuild the same so as to restore the collection by Landlord demised premises to substantially the same condition they were in immediately prior to such damage or destruction, subject, however, to zoning and building laws then in existence, provided that the Lessor shall not be responsible for any delay in such repair or reconstruction as described in Section 14 of Article XXII hereof, and provided further that Lessor shall not be required to expend more than the net amount of insurance proceeds, and in a manner consistent with if any, received by Lessor for such purposes, it being understood that the provisions application of insurance proceeds is subject to the right of any underlying mortgagee of the demised premises. Section 2. If either the demised premises or the Building shall be damaged or destroyed to the extent of twenty percent (20%) or more on a square footage basis by any cause (whether insured against by the Lessor or not), the Lessor may elect by written notice to the Lessee either to terminate this lease and any underlying mortgage, or to repair such damageor rebuild on the conditions set forth in Section 1. Further, and if any part of the demised premises shall be rendered untenantable are so destroyed, Lessee may, by reason notice given to Lessor within 45 days of such damage, notify Lessor of its desire to terminate this Lease ("Lessee's Termination Notice"). If such Lessee's Termination Notice is given this Lease shall terminate 60 days after such notice is given unless, within 60 days after such notice is given, Lessor delivers to Lessee its certification (a "Restoration Notice") that it intends to cause the annual fixed rent payable hereunder, demised premises or the Building to be restored to substantially the extent that such fixed rent relates condition they were in prior to such part damage within 270 days of the event giving rise to such notice. If Lessor gives a Restoration Notice and thereafter substantially completes the restoration of the demised premises and such abatement is in excess the Building (except for items of work and mechanical adjustment which can be completed without substantial interference to Lessee's use of the annual rate demised premises) in accordance with Section 1 above within said 270 day period, which 270 day period will be extended for any period of any other existing abatement of fixed rent relating thereto under any other covenantdelay caused by a Force Majeure Event (but not beyond 365 days in the aggregate), agreementthis Lease shall remain in full force and effect, termnotwithstanding Lessee's Termination Notice, provision or condition of and if such restoration is not substantially completed within said 270 day period (as the same may be extended due to a Force Majeure Event), then Lessee shall have the right to terminate this Lease, shall be abated for the period from the date of such damage to the date when such part Lease by written notice given within thirty (30) days of the expiration of said 270 day period (as the same may be extended due to a Force Majeure Event). Section 3. If the demised premises shall have been made tenantable or to such earlier date upon which the full Building shall, within the last year of the original term of this Lease with respect or the last year of any extended term hereof, be damaged or destroyed by any cause to such part of extent that the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall same cannot be liable for any inconvenience or annoyance reasonably expected to Tenant or injury be restored to substantially the business of Tenant resulting in any way from same condition as prior to such damage or destruction within ninety (90) days from the time that such repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that restoration work would be commenced then the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises Lessor shall have been damaged by such fire or other casualty), then the right to terminate this Lease and by notice to the term and estate hereby granted may be terminated by Landlord giving to Tenant Lessee given within 90 sixty (60) days after the date occurrence of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such terminationor destruction. Section 4. In the event of that the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect demised premises or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction are damaged or destroyed by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or paymentcause, then, provided unless this Lease is terminated as above provided, the first party's right Lessee shall upon substantial completion of full recovery under its insurance policies the repairs and restoration necessitated by such casualty continue to operate and use the demised premises for the Permitted Uses. Section 5. If this Lease is not thereby prejudiced or otherwise adversely affectedterminated as above provided, then from and after such damage which is material and until the demised premises are restored as above provided, the amount rent reserved herein shall xxxxx, either wholly or proportionately, according to the nature and extent of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseinjury.

DAMAGE BY FIRE, ETC. A. If the entire Premises or any part of the premises thereof shall be damaged by fire or other casualty, casualty and Tenant shall give prompt written notice thereof to Landlord and adequate insurance proceeds shall be available to Landlord, Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair or cause to be repaired such damage, and if the Premises, or any part of the premises thereof, shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, or an amount thereof apportioned according to the extent that such fixed rent relates to such part area of the premises and such abatement is in excess of Premises so rendered untenantable if less than the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, entire Premises shall be abated for the period from the date of such damage to the date when such part of the premises damage shall have been made tenantable repaired as aforesaid; provided, however, that if Landlord or mortgagee of the Building and the Land shall be unable to collect the insurance proceeds (including rent insurance proceeds) applicable to such earlier date upon which damage because of some action or inaction on the full term of this Lease with respect to such part of the premises shall expire or terminateTenant, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant, the cost of repairing such damage shall be paid by Tenant and there shall be no abatement of rent. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or on any fixtures, equipment, improvements, installations or appurtenances made or removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If . B. In case the Building shall be so damaged by such fire or other casualty that substantial alteration or reconstruction of the Building or the Premises shall, in the opinion of Landlord's reasonable opinion, be required as a result of damage by fire or other casualty (whether or not the premises Premises shall have been damaged by such fire or other casualty)) or if such damage occurs during the last twelve (12) months of the Term, then Landlord may, at its option, terminate this Lease and the term Term and estate hereby granted may be terminated by Landlord giving to notifying Tenant in writing of such termination within 90 thirty (30) days after the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such terminationdamage. In the event of the giving of that such a notice of terminationtermination shall be given, this Lease and the term Term and estate hereby granted shall expire as of the date specified therefor in of such notice termination with the same effect s as if such date that were the date hereinbefore specified set for the expiration of the full term Term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provideddate. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or morecasualty, Tenant shall have the right, within 10 days after date of damage, right to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of terminate this Lease if Landlord is unable to provide reasonable assurances that the Premises will be kept restored within one hundred and observed by the Tenant, eighty (180) days. C. Each of Landlord and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other partyfrom any and all liability or responsibility (to the other or anyone claiming through or under it by way of subrogation or otherwise) under fire and extended coverage or supplementary contract casualties or any other insurance coverages obtained, if such fire or other casualty or other insured event shall have been caused by the fault or negligence of the other party or anyone for whom such party may be responsible; provided, however, that this release shall be applicable and Tenant hereby releases all other tenants in the Building, force and effect only with respect to loss or damage occurring during such time as the releasor's policies shall contain a clause or endorsement to the effect that any claim (including such release shall not adversely affect or impair such policies or prejudice the right of the releasor to recover thereunder. Each of Landlord and Tenant agrees that its policies will include such a claim for negligence) which it might otherwise have against clause or endorsement so long as the same shall be obtainable without extra cost, or if such cost shall be charged therefor, so long as the other party (or, in the case of Tenant, against all pays such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseextra cost.

DAMAGE BY FIRE, ETC. If any part of the premises shall be are or the building is damaged by fire or other casualtycasualty which is covered by insurance, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to forthwith repair the collection by Landlord of insurance proceedssame, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair provided such damage, and if any part of the premises shall repairs can be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period made within sixty (60) working days from the date of such damage under the laws and regulations of the state, federal, county and municipal authorities having jurisdiction thereof, and this Lease shall remain in full force and effect during the making of such repairs, except that Tenant shall be entitled to apportionate reduction of rent while such repairs are being made if the damage was not attributable to tenant's negligent or willful act, such proportionate reduction to be based upon the full extent to which the making of such repairs shall interfere with the business carried on by Tenant in the premises. If such repairs are not covered by insurance or cannot be made within sixty (60) working days from the date when of such part of the premises damage, Landlord shall have been made tenantable the option either (1) to repair or to restore such earlier date upon which the full term of damage, this Lease with respect continuing in full force and effect, but the rent to such part of the premises shall expire be proportionately reduced or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance (2) to give notice to Tenant or injury to the business of Tenant resulting in at any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty time within thirty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 30) working days after the date of such damage written notice specifying terminating this Lease as of a datedate to be specified in such notice, which date shall be not less than 30 (30) nor more than sixty (60) working days after the giving of such notice, for such termination. In the event of the giving of such notice of terminationtermination by either Landlord or Tenant, this Lease and all interest of Tenant in the term and estate hereby granted premises shall expire as of terminate on the date so specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Leasenotice, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of terminationrent, subject to abatementreduced by any proportionate reduction based upon the extent, if any, as and to which said damage interfered with the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, business carried on by Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case shall be paid up on date of Tenant, against loss, such termination. Landlord shall not be liable for or be required to repair any injury or damage of destruction by fire or other casualty) a waiver of cause to the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case property of Tenant, against all such other tenants) for lossor to make repairs or replacements of any panelings, damages with respect decorations, railings, floor coverings or any equipment or improvements installed on the premises by Tenant. Tenant hereby waives any provisions of law automatically terminating this Lease or otherwise contrary to its property occurring during the term provisions of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided paragraph in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case event of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such casepromises.

DAMAGE BY FIRE, ETC. If any part of During the premises shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition entire Term of this Lease, and adjusting insurance coverages to reflect current values from time to time:--(i) Landlord shall be abated for keep the period from Building (excluding the date of such damage to Tenant Work Alterations installed in the date when such part of Premises after the premises shall have been made tenantable Commencement Date (“Later Alterations”) and any personal property or to such earlier date upon which trade fixtures installed by or at the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees expense of Tenant. Landlord ) insured in accordance with Exhibit 3; and (ii) Tenant shall not be liable for any inconvenience keep its personal property and trade fixtures in and about the Premises and the Later Alterations insured in accordance with Exhibit 3. (i) the Premises (or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage legal access thereto or replace the same. If substantial alteration use thereof) are so damaged or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage prevented by fire or other casualty (whether or not insured) at any time during the premises shall have been last twenty-four (24) months of the Term hereof that the cost to repair such damage is reasonably estimated to exceed one third of the total Yearly Rent payable hereunder for the period from the estimated date of restoration until the Expiration Date, or (ii) the Building (whether or not including any portion of the Premises) is so damaged by fire or other casualty (whether or not insured) that substantial alteration or reconstruction or demolition of the Building shall in Landlord’s judgment be required, then and in either of such events, this Lease and the Term hereof may be terminated at the election of Landlord or Tenant by a notice in writing of its election so to terminate which shall be given within sixty (60) days following such fire or other casualty), then this Lease and the term and estate hereby granted may effective termination date of which shall be terminated by Landlord giving to Tenant within 90 not less than thirty (30) days after the day on which such termination notice is received by the other party; provided, however, with respect to any termination under clause (ii) where the Premises have not been damaged, Tenant may elect to extend the termination date of such damage written notice specifying a date, not less than 30 to the date that is one hundred eighty (180) days after the giving delivery of such Landlord’s termination notice, for such termination. In the event of the giving of such notice of any termination, this Lease and the term and estate hereby granted Term hereof shall expire as of the such effective termination date specified therefor in such notice with the same effect s if such date as though that were the date hereinbefore specified for the expiration of the full term of this Lease, Expiration Date as stated in Exhibit 1 and the fixed rent and additional rent payable hereunder Yearly Rent shall be apportioned as of such date date; and if the Premises or any part thereof shall have been rendered unfit for use and occupation by reason of terminationsuch damage the Yearly Rent (together with Operating Costs Excess, subject to abatementTax Excess, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(bElectricity Charge) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of casualty to the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not beeffective termination date, or shall cease to bea just and proportionate part thereof, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease according to the nature and extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liabilitythe Premises shall have been so rendered unfit, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseabated.

DAMAGE BY FIRE, ETC. If any part of 22.1 In the premises shall be event the Premises or the Building are damaged by fire or other casualtycause and in Landlord's reasonable estimation such damage can be materially restored within two hundred fifty (250) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent shall be made a pro rate in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenanttime. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty Within forty-five (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 45) days after the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage. DES/BB Initial 22.2 If such repairs cannot, in Landlord's reasonable estimation, be made within two hundred fifty (250) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the date of such damage. In the event of giving of such notice, this Lease shall expires and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefore as extended by this Section 22.4, Tenant may as its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said periods of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is longer. delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the premises shall in the Tenant's opinion reasonably exercised be prospectively Premises untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damageLandlord's notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that nay insurance proceeds be applied to such indebtedness, then Landlord shall have the right to elect to cancel the terminate this Lease by giving delivering written notice of termination to LandlordTenant within fifteen (15) days after such requirement is made by any such holder, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each party agrees damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before provisions of this Article 22, it shall be Tenant's responsibility to properly secure the casualty or (b) any other form Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of permission for the release all of the other party. If property belonging to Tenant or its licenses form such waiver, agreement portion or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, Premises as Landlord shall have no application in such caserequest.

DAMAGE BY FIRE, ETC. If any part (A) Landlord agrees to maintain standard fire and extended coverage insurance covering the Building in an amount not less than 90% of the premises full “replacement cost” thereof (as such term is defined in the Replacement Cost Endorsement to be attached thereto, if any) insuring against the perils of fire and lightning and including extended coverage, and earthquake and flood coverage, or at Landlord’s option, “All Risk” coverage, with earthquake and flood coverage, all such coverages and endorsements to be as defined, provided and limited in the standard bureau forms prescribed by the insurance regulatory authority, for the state in which the property is situated for use by insurance companies admitted in such state for the writing of such insurance on risks located within such state. Subject to the provisions of Sections 24(C), 24(D) and 24(F), such insurance shall be for the sole benefit of Landlord and under its sole control. Such insurance shall include protection for continuation of rental payments for a period of 12 months in the event of any damage caused by the perils referred to above. Tenant agrees to pay to Landlord, as additional rental, Tenant’s Proportionate Share of Landlord’s cost of maintaining such insurance. Said payments shall be made to Landlord within ten days after presentation to Tenant of Landlord’s statement setting forth the amount due, and the failure to pay such share shall be treated in the same manner as a default in the payment of rent hereunder when due. Any payment to be made pursuant to this Section 24 with respect to the year in which the Lease commences or terminates shall be prorated. Tenant shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained by Landlord hereunder unless Landlord is included as an additional insured thereon. Tenant shall immediately notify Landlord whenever any such separate insurance is taken out and shall promptly deliver to Landlord the policy or policies of such insurance. (B) If the Building should be damaged or destroyed by fire fire, tornado or other casualty, Tenant shall give prompt immediate written notice thereof to Landlord. (C) If the Building should be damaged by any peril covered by the insurance to be provided by Landlord under Section 24(A), but only to such extent that the Building can in Landlord's estimation be materially restored within 180 days after the date upon which Landlord is notified by Tenant of such damage (except that Landlord may elect not to rebuild if such damage occurs during the last year of the Term), this Lease shall not terminate, and Landlord shall at its sole cost and expense thereupon proceed with reasonable diligence subsequent to rebuild and repair such Building to substantially the collection by Landlord of insurance proceeds, and condition in a manner consistent with the provisions of any underlying lease and any underlying mortgage, which it existed prior to repair such damage, and if except Landlord shall not be required to rebuild, repair or replace any part of the premises shall be rendered partitions, fixtures, additions and other improvements which may have been placed in, on or about the Premises by Tenant. If the Premises are untenantable by reason in whole following such damage and provided that Tenant has completely vacated the Premises as a result of such damage, the annual fixed rent payable hereunderhereunder during the period in which the Premises are untenantable shall be abated to such extent as may actually be covered and paid by the insurance coverage discussed in Section 24(A) above. In the event that Landlord should fail to materially restore the Building within 180 days after the date upon which Landlord is notified by Tenant of such damage, Tenant may (if it has given Landlord at least 30 days noticó of its need and intent to do so) at its option terminate this Lease by delivering written notice of termination to Landlord as Tenant’s exclusive remedy, whereupon all rights and obligations hereunder shall cease and terminate; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, strikes, lockouts, casualties, acts of God, war, material or labor shortages, Governmental regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. For purposes hereof, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was then being used. (D) If the Building should be damaged or destroyed by fire, tornado or other casualty and Landlord is not required to rebuild pursuant to the extent that provisions of Section 24(C), this Lease shall at, the option of Landlord, upon notice to Tenant, given within 30 days after Landlord is notified by Tenant of such fixed damage, terminate and the rent relates to such part of shall be abated during the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition unexpired portion of this Lease, effective upon the date of the occurrence of such damage. (E) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or the Building requires that the insurance proceeds be applied to such indebtedness, then Landlord shall be abated for have the period from right to terminate this Lease by delivering written notice of termination to Tenant within 15 days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance notice to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after if the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. Term. (F) In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the any damage or destruction to the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease Premises by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before the casualty provisions of this Section, Tenant shall, upon notice from Landlord, forthwith remove, at its sole cost and expense, such portion or (b) any all of Tenant’s shelves, bins; machinery and other form of permission for the release trade fixtures and all other property belonging to Tenant or his licensees from such portion or all of the other party. If such waiver, agreement or permission Premises as Landlord shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, request and Tenant hereby releases all other tenants in the Building, with respect to any claim indemnities and holds Landlord (including without limitation the trustee and beneficiaries if Landlord is a claim for negligence) which it might otherwise have against the other party (ortrust), in the case of Tenant, against all such other tenants) for Landlord’s agents and employees harmless from any loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. Ifclaims, notwithstanding the recovery suits, costs, expenses, including attorney’s fees and damages, both real and alleged, arising out of insurance proceeds by either party for loss, any damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount injury as a result of the net proceeds failure to properly secure the Premises prior to such removal and/or as a result of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseremoval.

DAMAGE BY FIRE, ETC. If any part of the premises shall be damaged by fire or other casualty, the Tenant shall give prompt written notice thereof to the Landlord and the Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgagediligence, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of the Tenant or the employees, licensees or invitees of Tenantthe Tenant (except to the extent that the Tenant is released from liability pursuant to the third paragraph of this Article). The Landlord shall not be liable for any inconvenience or annoyance to the Tenant or injury to the business of the Tenant resulting in any way from such damage or the repair thereof. The Tenant understands that the Landlord will not carry insurance of any kind on Tenant's property, to wit, the Tenant's goods, furniture or furnishings or on any fixtures, equipment, improvements, installations or appurtenances removable by the Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of the Landlord, be reasonably required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by the Landlord by its giving to the Tenant within 90 60 days after the date of such damage written a notice specifying a date, not less than 30 days after the giving of such notice, for such termination. (See Rider F attached to this Lease) Rider 'F' attached to and forming a part of Lease dated June 21, 1988 between ROCKEFELLER CENTER NORTH, INC., as the Landlord, and WHITE & XXXXXXXXX, INC., as the Tenant. Also, if part of the premises is rendered untenantable as a result of such damage by fire or other casualty and it is reasonably determined that such part of the premises cannot be made tenantable within a period of 2 years after the occurrence of such fire or other casualty, or if in fact such part of the premises is not made tenantable within such period of 2 years, then this Lease and the term and estate hereby granted may be terminated by the Tenant by its giving to the Landlord a notice specifying a date, not less than 30 days after the giving of such notice for such termination, which notice must be given within 60 days after it is so determined that such part of the premises cannot be made tenantable within such period. Any dispute with respect to the determination that part of the premises cannot be made tenantable within such period shall be resolved by arbitration in New York City in accordance with the rules of the American Arbitration Association, or its successors, and the judgment upon the award rendered therein may be entered in any court having jurisdiction thereof. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s as if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In Nothing herein contained shall relieve the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months Tenant from the date of such damage, whichever is longer. Notwithstanding anything any liability to the contrary contained herein, if at the time of the Landlord or to its insurers in connection with any damage or destruction to the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated casualty if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission Tenant shall be included legally liable in such respect, except, however, that the policy. Each party Landlord hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) liability which it the Tenant might otherwise have against to the Landlord for any damage to the Building or the premises by fire or other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property casualty occurring during the term of this Lease to the extent to which it is insured of the proceeds received under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds permitting such release by either party for lossthe Landlord of such liability on the part of the Tenant. Whenever the Landlord elects to insure the Building against fire or other casualty in an amount determined by, damage or destruction of its propertyand under terms and conditions acceptable to, the other party Landlord and with an insurer selected by the Landlord, the Landlord will cause the policy evidencing such insurance to include a provision permitting such a release of liability if such a provision is liable obtainable from such insurer at no additional expense to the first party with respect thereto or is obligated under Landlord. (See Rider 'G' attached to this Lease) Rider 'G' attached to and forming a part of Lease to make replacementdated June 21, repair or restoration or payment1988, thenbetween ROCKEFELLER CENTER NORTH, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restorationINC., as the case may beLandlord, and WHITE & XXXXXXXXX, INC., as the Tenant. Nothing contained in this paragraph shall be deemed The Landlord represents to relieve either party the Tenant that the Building is presently insured against fire and certain other casualties and that the Policy evidencing such insurance presently includes a provision Permitting such a release of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Leaseliability. This Lease shall be considered an express agreement governing any case of damage to or destruction of of, or any part of, the Building or any part thereof the premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import import. now or hereafter in force, shall have no application in such case.

DAMAGE BY FIRE, ETC. In the event of loss of, or damage to, the Demised Premises or the Building by fire or other casualty, the rights and obligations of the parties hereto shall be as follows: (a) If the Demised Premises, or any part of the premises thereof, shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord Landlord, and Landlord, upon receiving such notice and the insurance proceeds for such casualty, shall proceed in a commercially reasonable manner, subject to unavoidable delays, to repair, or cause to be repaired, such damage to the extent hereinafter provided. Landlord shall proceed with reasonable diligence subsequent be responsible to restore only to the collection by Landlord of insurance proceeds“cold shell” condition as set forth on Exhibit A-l, and in a manner consistent with Tenant shall be responsible for restoration of all leasehold improvements beyond such cold shell. If the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if Demised Premises or any part of the premises thereof shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, whether to the extent that such fixed rent relates Demised Premises or to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenantBuilding, agreement, term, provision or condition of this Lease, Yearly Fixed Rent shall be abated proportionately xxxxx for the period from the date of such damage to the date when such part of the premises damage shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. repaired by Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind condition set forth on Tenant's propertyExhibit A-l. (b) If, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease the whole or a substantial portion of the Building is rendered untenantable and the term nature and estate hereby granted may extent of the damage is such that in Landlord’s opinion, taking into account a reasonable time for adjusting loss and obtaining plans and permits for restoration, the Demised Premises cannot be terminated by Landlord giving to Tenant made tenantable within 90 180 days after such event, Landlord, within ninety (90) days from the date of such damage written fire or casualty, may terminate this Lease by notice to Tenant, specifying a date, date not less than 30 thirty (30) nor more than sixty (60) days after the giving of such notice, for such termination. In notice on which the event Term of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of terminate. If Landlord does not so elect to terminate this Lease, then Landlord shall (to the extent that proceeds of insurance required to be carried by Landlord, net of any portion thereof retained by a Mortgagee, are made available for such purpose) proceed with diligence to repair the damage to the Demised Premises and all facilities serving the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatementsame, if any, which shall have occurred, and the Yearly Fixed Rent shall meanwhile proportionately xxxxx, all as provided in Paragraph (a) of this Section. However, if such damage is not repaired and the Demised Premises restored to substantially the extent above provided. In the event Landlord shall not give same condition as they were prior to such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy damage within one (as required under Article 10(b1) below) shall be in effect or for the period of nine (9) months year from the date of such damage, whichever is longer. Notwithstanding anything to Tenant within thirty (30) days from the contrary contained hereinexpiration of such one (1) year period or from the expiration of any extension thereof by reason of unavoidable delays as hereinafter provided, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the may terminate this Lease by giving written notice to Landlord, which notice shall specify the specifying a date of cancellation not earlier more than 30 sixty (60) days following after the giving of such notice. Such cancellation shall otherwise be of no effect upon notice on which the covenants and agreements Term of this Lease to shall terminate. The period within which the required repairs may be kept and observed accomplished shall be extended by the Tenantnumber of days, and Tenant lost as a result of unavoidable delays, which term shall not be released defined to include all delays referred to in Article 24. (c) If the Demised Premises shall be rendered untenantable by fire or relieved other casualty during the last two (2) years of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied the Term of this Lease, Landlord may terminate this Lease effective as of the date of such cancellation. Each party agrees fire or other casualty upon notice to endeavor to have included in each of its insurance policies Tenant given within ninety (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by 90) days after such fire or other casualty) a waiver of . Notwithstanding the insurer's right of subrogation against foregoing to the other party and against all other tenants contrary, in the Building, orevent Landlord exercises the foregoing termination right, if such waiver should be unobtainable or unenforceableTenant has available to it the option to extend and validly exercises said option, Tenant may defeat said termination notice by the valid exercise of said option term so as to add an additional five years on to the Term of this Lease. (ad) an express agreement that such policy Landlord shall not be invalidated if the assured waives the right of recovery against required to repair or replace any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant’s leasehold improvements, against fixtures, business machinery, equipment, cabinet work, furniture, personal property or other installations (all such other tenants) for lossof which shall, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under however, be restored by Tenant within a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, reasonable time after Landlord shall have completed any repair or restoration required under the terms of this Article), and no damages, compensation or paymentclaim shall be payable by Landlord for inconvenience, then, provided the first party's right loss of full recovery under its insurance policies is not thereby prejudiced business or otherwise adversely affected, the amount annoyance arising from any repair or restoration of any portion of the net proceeds Demised Premises or of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair Building. (e) The provisions of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease Article shall be considered an express agreement governing any case instance of damage to or destruction of the Building or any part thereof the Demised Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York any law now or hereafter in force providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, agreement shall have no application application. (f) In the event of any termination of this Lease pursuant to this Article, the Term of this Lease shall expire as of the effective termination date as fully and completely as if such date were the date originally fixed herein for the end of the Term of this Lease. Tenant shall have access to the Demised Premises for a period of fifteen (15) days after the date of termination in such caseorder to remove Tenant’s personal property. (g) Landlord’s Architect’s certificate, given in good faith, shall be deemed conclusive of the statements therein contained and binding upon Tenant with respect to the performance and completion of any repair or restoration work undertaken by Landlord pursuant to this Article or Article 18.

DAMAGE BY FIRE, ETC. A. If the entire Premises or any part of the premises thereof shall be damaged by fire or other casualty, casualty and the Tenant shall give prompt written notice thereof to Landlord and the Landlord, the Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair or cause to be repaired such damage, and if the Premises, or any part of the premises thereof, shall be rendered untenantable by reason of such damage, the annual fixed rent payable Rent hereunder, or any amount thereof apportioned according to the extent that such fixed rent relates to such part area of the premises and such abatement is in excess of Premises so rendered untenantable if less than the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Leaseentire Premises shall be so rendered untenantable, shall be abated for the period from the date of such damage to the date when the damage shall have been repaired as aforesaid; provided, however, that if the Landlord or any mortgagee of the Building and the Land shall be unable to collect the insurance proceeds (including Rent insurance proceeds) applicable to such damage because of some action or inaction on the part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminateTenant, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of the Tenant, the cost of repairing such damage shall be paid by the Tenant, and there shall be no abatement of Rent. The Landlord shall not be liable for any inconvenience or annoyance to the Tenant or injury to the business of the Tenant resulting in any way from such damage or the repair thereof. The Tenant understands that the Landlord will not carry insurance of any kind on the Tenant's property, to wit, Tenant's goods, ’s furniture or furnishings or on any fixtures, equipmentequipments, improvements, installations or appurtenances made or removable by the Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of . B. In case the Building shall, in the opinion of Landlord, shall be required as a result of damage by fire or other casualty (whether or not the premises shall have been so damaged by such fire or other casualty that the Building cannot be restored within one hundred eighty (180) days of the date of such fire or other casualty), then the Landlord or the Tenant may, at its option, terminate this Lease and the term Term and estate hereby granted may be terminated by Landlord giving to Tenant notifying the other in writing of such termination within 90 sixty (60) days after the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such terminationdamage. In the event of the giving of that such a notice of terminationtermination shall be given, this Lease and the term Term and estate hereby granted shall expire as of the date specified therefor in of such notice termination with the same effect s as if such date that were the date hereinbefore specified for the expiration of the full term of this LeaseTermination Date, and the fixed rent and additional rent Rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything Tenant was unable to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in occupy the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.

DAMAGE BY FIRE, ETC. If Section 7.01 Subject to Section 7.02, if any part of the premises Premises shall be damaged by fire or other casualtycasualty (the “Casualty”), Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damagedamage in a good and workmanlike manner substantially to the same condition as existed before the Casualty, and if any part of the premises Premises shall be rendered untenantable by reason of such damagethe Casualty, the annual fixed Fixed Rent and Article 26 additional rent payable hereunder, hereunder and other additional rent for any service or item not then being supplied to Tenant shall be abated to the extent that such fixed Fixed Rent and Article 26 additional rent and other additional rent for any service or item not then being supplied to Tenant relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated Premises for the period from the date of such damage to the date when such part of the premises Premises shall have been made tenantable or to such earlier date upon which the full term of this Lease Term with respect to such part of the premises Premises shall expire or terminate, unless . If Landlord or any holder of any superior mortgage (as herein defined) or any lessor under any superior lease (as herein defined) shall be unable to collect insurance proceeds (including rent insurance) applicable to such fire or other casualty shall have resulted from damage solely because of the negligence willful misconduct of Tenant subsequent to the Casualty, then Tenant shall be liable for any actual damages directly resulting from such willful misconduct (and not any consequential or indirect damages); provided however, in no event, shall the employeessum of the damages resulting therefrom exceed the amount of uncollected insurance proceeds (and if Landlord or any such superior holder shall thereafter collect any proceeds previously recouped from Tenant, licensees then Landlord shall promptly reimburse Tenant the amount thereof or invitees credit Tenant a like amount against the next installments of TenantFixed Rent and Article 26 additional rent then payable). Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof, provided however, Landlord shall comply with Section 5.02(a) in performing such repair work. Tenant understands acknowledges and agrees that Landlord will not shall not: (i) carry insurance of any kind on Tenant's property, to witany Appurtenances, Tenant's goods’s Property, furniture or furnishings Tenant’s Changes; or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not (ii) be obligated to repair any damage thereto or replace any of same, which obligation shall be the same. sole responsibility of Tenant. Section 7.02 If (a) substantial alteration or reconstruction of the Building shall, in the good faith reasonable opinion of LandlordXxxxxxxx’s architect, be required as a result of damage by fire or other casualty Casualty (whether or not the premises Premises shall have been damaged by such fire or other casualtyCasualty), or (b) all or any material portion of the Premises shall be damaged by Casualty during the last two (2) years of the Term, then Landlord shall have the right to terminate this Lease. If all or any material portion of the Premises shall be damaged by Casualty during the last twenty-four (24) months of the Term, then Tenant shall have the right to terminate this Lease. If either party shall have the right to terminate this Lease and pursuant to this Section 7.02, it shall give to the term and estate hereby granted may be terminated by Landlord giving to Tenant other party within 90 one hundred twenty (120) days after the date of such damage written notice specifying a date, not less than 30 thirty (30) days after the giving of such notice, for such termination. In all cases set forth in this Article 7 in which Landlord shall have the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of right to terminate this Lease, and Landlord shall act in a manner that does not discriminate against Tenant, including, without limitation terminating the fixed rent and additional rent payable hereunder shall be apportioned as leases of such date of termination, subject to abatement, if any, as and all similarly situated tenants in the Building to the extent above provided. In Landlord is permitted to do so by the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date leases of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, tenants. Section 7.03 Landlord and Tenant shall not be released each secure an appropriate clause in, or relieved of any liability an endorsement upon, each “all risk” or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees “special risk” property damage policy obtained by it with respect to endeavor to have included in each of its insurance policies (insuring the Building in the case of Landlord and Landlord's property thereinwith respect to the Premises and/or Tenant’s Property in the case of Tenant pursuant to which the respective insurance companies shall waive subrogation or permit the insured, prior to any loss, to waive any claim it might have against the other (including, in the case of Landlord, and insuring Tenant's Property in for the premisesbenefit of Xxxxxx’s subtenants at all levels as herein permitted). Provided the terms of the applicable insurance policy will not be violated or rendered unenforceable, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of subrogation or permission for waiver of any claim hereinbefore referred to shall extend to the insurer's right agents of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) each party. Section 7.04 Notwithstanding any other form provision of permission for this Lease to the release contrary (other than the second sentence of the other party. If such waiverSection 7.01) with respect to any property whether insured or not, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each each party hereby releases the other partyand its partners, members, principals, agents, employees, officers, directors and Tenant hereby releases all other tenants in the Building, shareholders with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages damage or destruction with respect to its property by fire or other casualty (including rental value or business interruption, as the case may be) occurring during the term of this Lease Lease. Nothing in this Section 7.04 shall relieve Tenant or Landlord of its obligations to make repairs to the extent to which it is insured under a policy or policies containing a waiver Premises in accordance with the terms of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. . Section 7.05 This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualtyCasualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case. Section 7.06 Notwithstanding anything contained herein to the contrary, in the event that twenty-five percent (25%) or more of the Premises shall be substantially damaged by Casualty and restoration is not substantially completed by Landlord within twelve (12) months after the occurrence of said casualty, subject to reasonable extensions not to exceed six (6) additional months for circumstances beyond Landlord’s reasonable control (the “Restoration Period”), then Tenant shall be entitled to terminate this Lease provided Xxxxxxxx receives a written termination notice (which shall be deemed irrevocable) from Tenant within thirty (30) business days after the expiration of the Restoration Period (TIME BEING OF THE ESSENCE). In the event that Xxxxxxxx does not receive said notice within said thirty (30) business day period, then Xxxxxx’s right to terminate pursuant to this Section 7.06 shall be void and of no further force or effect. Notwithstanding anything contained herein to the contrary, in the event that Xxxxxxxx’s architect or engineer reasonably and in good faith estimates (a copy of which estimate will be given to Tenant within sixty (60) days following the casualty) that it will take longer than twelve (12) months (excluding circumstances beyond Landlord’s reasonable control) from the date of the Casualty to substantially complete such restoration, then Tenant, shall be entitled to terminate this Lease by giving notice to Landlord of its election to do so within thirty (30) business days after receipt of such architect’s estimate (TIME BEING OF THE ESSENCE as to the giving of such notice), which notice shall specify a date for the termination of this Lease, not more than ninety (90) days after the giving of such notice. The estimate of Xxxxxxxx’s architect or engineer shall be agreed to by Xxxxxx’s architect or engineer and failing such agreement, the estimate of a third architect or engineer selected by Xxxxxxxx’s architect or engineer and Xxxxxx’s architect or engineer shall govern. If Xxxxxxxx’s architect or engineer and Xxxxxx’s architect or engineer shall fail to select a third architect or engineer, the selection of the third architect or engineer shall be determined by submitting the question for decision to the Chairman of the Board of Directors of the Management Division of the Real Estate Board of New York, Inc., or to such impartial person as he/she may designate, whose determination shall be final and conclusive upon the parties hereto.

DAMAGE BY FIRE, ETC. If any part of 22.1 In the premises shall be event the Premises or the Building are damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceedscause, and in a manner consistent with Landlord's reasonable estimation such damage can be materially restored within one hundred twenty (120) days after such casualty, Landlord shall forthwith repair the provisions of any underlying lease same and any underlying mortgagethis Lease shall remain in full force and effect, to repair such damage, and if any part of the premises except that Tenant shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, entitled to the extent that such fixed rent relates to such part of the premises and such a proportionate abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period Annual Rent from the date of such damage. Such abatement of Annual Rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within forty-five (45) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not less than 30 prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord's reasonable estimation, be made within one hundred eighty (180) days after such casualty, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire as and all interest of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall Tenant in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant Premises shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied terminate as of the date of such cancellationdamage as if such date had been originally fixed in this Lease for the expiration of the Term. Each party agrees In the event that neither Landlord nor Tenant exercises its option to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property thereinterminate this Lease, in the case of Landlordthen Landlord shall repair or restore such damage, and insuring Tenant's Property this Lease shall continue in full force and effect, and the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission Annual Rent hereunder shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, proportionately abated as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case22.1.

DAMAGE BY FIRE, ETC. (a) If any part of the premises shall be Premises are damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage destroyed by fire or other casualty such that the repairs can be made within one hundred fifty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 150) days after the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything then Landlord shall forthwith repair the same to the contrary contained condition that existed on the date of the damage, under the laws and regulations of the federal, state, and local governmental authorities having jurisdiction thereof. In such event, this Lease shall remain in full force and effect except that Tenant shall be entitled to a proportionate abatement of rent while such repairs to be made hereunder by Landxxxx xxx being made. Said proportionate abatement shall be based on the rental rates per rentable square foot in Paragraph 9(c) above, and the extent to which the making of such repairs to be made hereunder by Landlord shall interfere with the business carried on by Tenant on the Premises. If such damages or destruction resulted from the act, fault or neglect of Tenant, then rent shall abatx xxxy to the extent Landlord receives proceeds from Landlord's rental income insurance policy to compensate Landlord for the loss of such rent. Within thirty (30) days from the date of such damage, Landlord shall notify Tenant whether or not such repairs can be made within one hundred fifty (150) days from the date of such damage. If and to the extent such damage or destruction is not fully covered by Landlord's insurance policy, Landlord shall have the right to terminate this Lease upon written notice of such election to terminate within thirty (30) (a) notify Tenant of Landlord's intention to repair the damage, in which event this Lease shall continue in full force and effect and the Rent shall be reduced as provided herein; or (b) notify Tenant of Landlord's intention to terminate this Lease as of the date specified in such notice which date shall be not less than thirty (30) days nor more than sixty (60) days after such notice is given. In case of termination of the Lease by Landlord, (i) the rent shall be partially abated by a proportionate amount based upon the rental rates per rentable square foot in Paragraph 9(c) above, and the extent to which said damage interfered with the business carried on by Tenant in the Premises, and the Tenant shall pay such reduced rent up to the date of termination specified in Landlord's notice; and (ii) the unused Security Deposit and unearned rent paid by the Tenant under this Lease shall be returned to Tenant immediately upon such termination. The repairs to be made hereunder by Landlord shall not include, and Landlord shall not be required to repair, any damage by fire or other cause to Tenant's Personal Property or any repairs or replacements of any paneling, decorations, railings, floor coverings, or any alterations, additions, fixtures or improvements installed on the Premises by or at the expense of Tenant. If Landlord determines that the repairs cannot be made within one hundred fifty (150) days and elects to terminate the Lease, Tenant may request that Landxxxx'x xetermination be reviewed by a Repair Architect. If the parties cannot agree on a selection of a Repair Architect within ten (10) days following Tenaxx'x xritten notice to Landlord that it wishes a Repair Architect to settle the matter, both Tenant and Landlord shall appoint a Repair Architect within five (5) days who shall in turn select a third Repair Architect. The decision of the third Repair Architect shall be rendered within thirty (30) days from the date he is appointed and shall be binding upon the parties. The matter shall not be submitted to a Repair Architect if Landlord's insurance would not cover the required repairs. If the Repair Architect determines that the repairs cannot be made within one hundred fifty (150) days, then the Lease shall be terminated as of the date the decision of the Repair Architect is rendered. The parties shall share equally the cost of the Repair Architect. (b) If at the time of the damage or destruction the premises shall any such damage, less than one (1) year remains in the Term and Tenant has not exercised its option to extend the Term then either Landlord or Tenant, at either's opinion reasonably exercised be prospectively untenantable for 12 months or moresole option, Tenant shall have the right, within 10 days after date of damage, right to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in terminate this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.

DAMAGE BY FIRE, ETC. If Section 7.01 Subject to Sections 7.02 and 7.06, if any part of the premises Premises shall be damaged by fire or other casualtycasualty (the “Casualty”), Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damagedamage in a good and workmanlike manner substantially to the same condition as existed before the Casualty, and if any part of the premises Premises shall be rendered untenantable by reason of such damagethe Casualty, the annual fixed Fixed Rent and Article 26 additional rent payable hereunder, hereunder and other additional rent for any service or item not then being supplied to Tenant shall be abated to the extent that such fixed Fixed Rent and Article 26 additional rent and other additional rent for any service or item not then being supplied to Tenant relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated Premises for the period from the date of such damage to the date when such part of the premises Premises shall have been made tenantable or to such earlier date upon which the full term of this Lease Term with respect to such part of the premises Premises shall expire or terminate, unless . If Landlord or any holder of any superior mortgage (as herein defined) or any lessor under any superior lease (as herein defined) shall be unable to collect insurance proceeds (including rent insurance) applicable to such fire or other casualty shall have resulted from damage solely because of the negligence willful misconduct of Tenant subsequent to the Casualty, then Tenant shall be liable for any actual damages directly resulting from such willful misconduct (and not any consequential or indirect damages); provided however, in no event, shall the employees, licensees or invitees sum of Tenantthe damages resulting therefrom exceed the amount of uncollected insurance proceeds. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof, provided however, Landlord shall comply with Section 5.02(a) in performing such repair work. Tenant understands acknowledges and agrees that Landlord will not shall not: (i) carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable Appurtenances made by Tenant as provided in after the date of this Lease, and that the Landlord shall not Tenant’s Property, or Tenant’s Changes; or (ii) be obligated to repair any damage thereto or replace the any of same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder which obligation shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case sole responsibility of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.

DAMAGE BY FIRE, ETC. (a) If any part of the premises shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipmentBuilding, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto Premises are rendered partially or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively wholly untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the Real Property Law date of such fire or casualty. Landlord shall exercise its option provided herein by written notice to Tenant within thirty (30) days of such fire or other casualty. For purposes hereof, the Building, improvements, or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use of the State Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to Paragraph 19(a), then to the extent of New York providing available insurance proceeds, Landlord shall proceed with all due diligence to repair and restore the Building, improvements or Premises, as the case may be (except that Landlord may elect not to rebuild if such damage occurs during the last year of the term of this Lease exclusive of any option which is unexercised at the date of such damage). (c) If this Lease shall be terminated pursuant to this Paragraph 19, the term of this Lease shall end on the date of such damage as if that date had been originally fixed in this Lease for the expiration of the term hereof. If this Lease shall not be terminated by Landlord pursuant to this Paragraph 19 and if the Premises is untenantable in whole or in part following such a contingency damage, the rent payable during the period in which the In no event shall Landlord be required to rebuild, repair or replace any part of the partitions, fixtures, additions or other improvements which may have been placed in or about the Premises by Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. (d) Notwithstanding anything herein to the contrary, in the absence event the holder of express agreementany indebtedness secured by a mortgage or deed to secure debt covering the Premises, Building or Property, or the ground lessor of the Property, requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such person, whereupon the Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the term. (e) In the event of any damage or destruction to the Building or the Premises by any peril covered by the provisions of this Paragraph 19, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant or its licensees from such portion or all of the Building or the Premises as Landlord shall request and Tenant hereby indemnifies, defends and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees, arising out of any other law claim of like import now damage or hereafter in force, shall have no application in injury as a result of such caseremoval and any alleged failure to properly secure the Premises prior to such removal.

DAMAGE BY FIRE, ETC. (a) If any part of the premises shall be damaged Building, improvements or Leased Premises are rendered partially or wholly untenantable by fire or other casualty and if such damage cannot, in Landlord’s reasonable estimation, be materially restored within two hundred (200) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty, Tenant . Landlord shall give prompt exercise its option provided herein by written notice thereof to Landlord and Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, the Building, improvements or Leased Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Leased Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to this Paragraph 19, then Landlord shall proceed with reasonable all due diligence subsequent to repair and restore the collection by Building, improvements or Leased Premises, as the case may be (except that Landlord may elect not to rebuild if such damage occurs during the last year of insurance proceeds, and in a manner consistent with the provisions term of this Lease exclusive of any underlying lease and any underlying mortgage, to repair such damage, and if any part of option which is unexercised at the premises shall be rendered untenantable by reason date of such damage). Landlord’s obligation to repair and restore the Building, improvements or Leased Premises is conditioned on the annual fixed rent payable hereunderproceeds of insurance actually paid to Landlord being sufficient to pay the cost of such restoration and repair. If at any time thereafter, Landlord elects not to rebuild, repair or restore the extent that such fixed rent relates Building, improvement or Leased Premises, Landlord shall notify Tenant, and Tenant shall have the option to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of terminate this Lease, which option may be exercised by delivering written notice to Landlord whereupon the Lease shall be abated for end as of the period from date end on the date of the damage as if the date of such damage to were the date when such part originally fixed in this Lease for the expiration of the premises term hereof. (c) If this Lease shall have been made tenantable or be terminated pursuant to such earlier date upon which this Paragraph 19, the full term of this Lease with respect to shall end on the date of such part damage as if that date had been originally fixed in this Lease for the expiration of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenantterm hereof. Landlord If this Lease shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving pursuant to Tenant this Paragraph 19, the Rent payable during the period in which the Leased Premises is untenantable or unfit for normal use shall be reduced in proportion to the insurance recoveries applicable to Tenant’s prorata share of loss of rent proceeds. Furthermore, in the event that Landlord shall fail to complete the repairs and material restoration within 90 two hundred sixty (260) days after the date of such damage damage, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice specifying a dateto Landlord, not less than 30 days after whereupon the giving Lease shall end on the date of such notice, for such termination. In notices as if the event of the giving date of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified originally fixed in this Lease for the expiration of the full term hereof; provided, however, that if construction is delayed because of this Leasechanges, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of terminationdeletions, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be or additions in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease construction requested by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released strikes, lockouts, casualties, acts of God, war, material or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property thereinlabor shortages, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacementgovernmental regulation, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, rebuilding shall be extended for the amount of time the net proceeds Landlord is so delayed. If Landlord advises that it will be unable to complete the restoration within two hundred sixty (260) days, then in that event the Lease will terminate. In no event shall Landlord be required to rebuild, repair or replace any part of the first party's partitions, fixtures, additions or other improvements which may have been placed in or about the Leased Premises by Tenant. Any insurance which may be carried by Landlord or Tenant against such loss, damage loss or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 Leased Premises shall be for the sole benefit of the Real Property Law party carrying such insurance and under its sole control except that Landlord’s insurance may be subject to control by the holder or holders of the State any indebtedness secured by a mortgage or deed to secure debt covering any interest of New York providing for such a contingency Landlord in the absence of express agreementLeased Premises, and any other law of like import now the Building or hereafter in force, shall have no application in such casethe Property.

DAMAGE BY FIRE, ETC. If SECTION 7.01. Subject to Section 7.02, if any part of the premises shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceedsdiligence, and in a manner consistent with the provisions of any ground or underlying lease and any underlying mortgagemortgage affecting the same or the Land and/or the Building or Landlord's interest therein, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, hereunder shall be abated to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless . If Landlord or any holder of any superior mortgage (as hereinafter defined) or any lessor under any superior lease (as hereinafter defined) shall be unable to collect the insurance proceeds (including rent insurance) applicable to such fire damage because of some action or other casualty shall have resulted from inaction on the negligence part of Tenant or the Tenant's agents, contractors, employees, licensees quests, invitees or invitees licensees, then Landlord's charge for repairing such damage shall be paid by Tenant and there shall be no abatement of Tenantrent. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's propertyProperty, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. SECTION 7.02. If substantial alteration or reconstruction of the Building shall, in the sole opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty)) or if the premises shall be damaged by fire or other casualty during the last two (2) years of the term of this Lease, then this Lease and the term and estate hereby granted may be terminated by Landlord by its giving to Tenant within 90 one hundred twenty (120) days after the date of such damage written notice specifying a date, not less than 30 thirty (30) days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s as if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedprovided in Section 7.01 hereof. SECTION 7.03. In Landlord and Tenant shall each secure an appropriate clause in, or an endorsement upon, each fire or extended coverage policy obtained by it and covering the event Landlord shall not give such notice of terminationBuilding, the premises or the personal property, fixtures and equipment or Tenant's obligation Property pursuant to pay all rent and additional rent due and which the respective insurance companies waive subrogation or permit the insured, prior to become hereunder shall continue for so long as Tenant's rent any loss, to waive any claim it might have against the other. Provided the terms of the applicable insurance policy (as required under Article 10(b) below) will not be violated or rendered unenforceable, the waiver of subrogation or permission for waiver of any claim hereinbefore referred to shall be in effect or for extend to the period agents of nine (9) months from the date of such damage, whichever is longereach party and its partners and employees. SECTION 7.04. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements any other provision of this Lease to be kept and observed by the Tenantcontrary (other than the second sentence of Section 7.01) with respect to any property whether insured or not, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other partyand its partners, agents and Tenant hereby releases all other tenants in the Building, employees with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages damage or destruction with respect to its property by fire or other casualty (including rental value or business interruption, as the case may be) occurring during the term of this Lease Lease. Nothing in this Section 7.04 shall relieve Tenant or Landlord of its obligations to make repairs to the extent to which it is insured under a policy or policies containing a waiver premises in accordance with the terms of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. SECTION 7.05. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case. SECTION 7.06. Notwithstanding any provision of this Lease to the contrary, in no event shall either party be liable for consequential damages in connection with any claimed or actual breach of this Lease.

DAMAGE BY FIRE, ETC. If any part of 22.1 In the premises shall be event the Premises or the Building are damaged by fire or other cause and in Landlord’s reasonable estimation such damage can be materially restored within one hundred twenty (120) days of the casualty, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within sixty (60) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, not less than 30 Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would allow Tenant to use the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s architects or engineers reasonable estimation, be made within one hundred twenty (120) days from the date of the casualty, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified therefor in of such notice with the same effect s damage as if such date were the date hereinbefore specified had been originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedTerm. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent and additional payments due hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not give such notice of terminationbe required to repair or replace any damage or loss by or from fire or other cause to any paneling, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant's obligation . Any insurance which may be carried by Landlord or Tenant against loss or damage to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) the Building or Premises shall be in effect or for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord does not commence such repairs and material restoration within thirty (30) days after the date estimated by Landlord therefor as extended by this Section 22.4, and, diligently complete within seventy five (75) days of such estimation, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of nine (9) months from time, whereupon the Lease shall end on the date of such damagenotice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, whichever however, that if construction is longerdelayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. Landlord agrees to use all reasonable efforts to timely complete all repair and restoration work. 22.5 Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the premises shall in the Tenant's opinion reasonably exercised be prospectively Premises untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damageLandlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to elect to cancel the terminate this Lease by giving delivering written notice of termination to LandlordTenant within fifteen (15) days after such requirement is made by any such holder, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each party agrees damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the casualty Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion or (b) any other form of permission for the release all of the other party. If property belonging to Tenant or its licensees from such waiver, agreement portion or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, Premises as Landlord shall have no application in such caserequest.

DAMAGE BY FIRE, ETC. If any part of the premises shall be Premises or the Building are damaged by fire or other casualtycasualty Landlord shall forthwith repair the same, provided that Tenant does not elect to terminate this Lease as provided for below and further provided that such repairs can be made within six (6) months after the date of such damage under the laws and regulations of the federal, state and local governmental authorities having jurisdiction thereof. The scope of the work which Landlord shall repair shall include the Landlord’s Work but shall exclude any Alterations installed in the Premises by or on behalf of Tenant. In such event, this Lease shall remain in full force and effect except that Tenant shall give prompt written notice thereof be entitled to Landlord a proportionate reduction of Rent, Additional Charges and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period Additional Rent from the date of such damage and while such repairs to be made hereunder by Landlord are being made. Such reduction of rent, if any, shall be based upon the greater of (i) the proportion that the area of the Premises rendered untenantable by such damage bears to the date when such part total area of the premises Premises; or (ii) the extent to which such damage and the making of such repairs by Landlord shall have been made tenantable or interfere with the business carried on by Tenant in the Premises, where clause (ii) is limited to such earlier date upon which the full term extent of rental abatement insurance allowed by Landlord’s “all risks” property insurance carried pursuant to Landlord’s obligations under Paragraph 10 of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of TenantLease. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty Within thirty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 30) days after the date of such damage damage, Landlord shall notify Tenant whether or not in Landlord’s reasonable opinion (supported by reasonable written notice specifying confirmation from a date, not less than 30 days third party architect or general contractor) such repairs can be made within six (6) months after the giving date of such noticedamage and such determination thereof shall be binding on Landlord and Tenant (if reasonable, for such terminationas set forth above). In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall repairs cannot be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy made within six (as required under Article 10(b) below) shall be in effect or for the period of nine (96) months from the date of such damage, whichever is longer. Notwithstanding anything Landlord shall have the option within thirty (30) days after the date of such damage either to: (i) notify Tenant of Landlord’s intention to repair such damage and diligently prosecute such repairs, in which event this Lease shall continue in full force and effect, Tenant shall be responsible for the contrary contained herein, if at the time full repair and restoration of the damage or destruction the premises shall any Alterations installed in the Premises by or on behalf of Tenant's opinion reasonably exercised , and the Rent, Additional Charges and Additional Rent shall he reduced as provided herein; or (ii) notify Tenant of Landlord’s election to terminate this Lease as of a date specified in such notice, which date shall not be prospectively untenantable for 12 months less than thirty (30) days nor more than sixty (60) days after notice is given. In the event that such notice to terminate is given by Landlord, this Lease shall terminate on the date specified in such notice. In the event that Landlord notifies Tenant that Landlord’s restoration or morerepair will take more than six (6) months, Tenant shall have the right, within 10 days after date of damage, a right to elect to cancel terminate the Lease within fifteen (15) days following receipt of Landlord’s notice, by giving providing Landlord with written notice of its election to do so; and if Tenant so terminates this Lease (and also in the event Landlord terminates this Lease pursuant to the immediately preceding sentence), Tenant shall have no liability for payment of the deductible under Landlord’s insurance relating to such damage and Landlord shall have no obligation to Tenant to restore the Building or the Premises. In case of termination by either Tenant or Landlord, which notice the Rent and Additional Charges shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect reduced by a proportionate amount based upon the covenants and agreements of this Lease extent to be kept and observed which such damage interfered with the business carried on by Tenant in the TenantPremises, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of pay such reduced Rent and Additional Charges up to the date of such cancellationtermination. Each party Landlord agrees to endeavor refund to have included in each Tenant any Rent and Additional Charges previously paid for any period of its insurance policies (insuring time subsequent to such date of termination. The repairs to be made hereunder by Landlord within the Building and Premises shall include only Landlord's property therein, in the case of Landlord’s Work, and insuring Tenant's Property in the premisesshall not include, in the case of Tenantand Landlord shall not be required to repair, against loss, any damage of destruction by fire or other casualty) a waiver cause to the property of Tenant or any repairs or replacements of any paneling, decorations, railings, floor coverings or any alterations, additions, fixtures or improvements installed on the insurer's right Premises by or at the expense of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other partyTenant. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.waives the

DAMAGE BY FIRE, ETC. During the entire term of this Lease, and adjusting insurance coverages to reflect current values from time to time:-- (i) Landlord shall keep the Building insured against loss or damage caused by any peril covered under fire, extended coverage and all risk insurance and covering such other perils as Landlord deems appropriate in an amount equal to at least eighty percent (80%) replacement cost value above foundation walls; and (ii) Tenant shall keep its personal property in and about the premises insured against loss or damage caused by any peril covered under fire, extended coverage and all risk insurance in an amount equal to at least eighty percent (80%) replacement cost value. Such Tenant's insurance shall insure the interests of both Landlord and Tenant as their respective interests may appear from time to time and shall name Landlord as an additional insured; and the proceeds thereof shall be used only for the replacement or restoration of such personal property. If any part of the premises shall be damaged by fire or other insured casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent diligence, subject to the collection by then applicable statutes, building codes, zoning ordinances, and regulations of any governmental authority, and at the expense of Landlord (but only to the extent of insurance proceeds, and in proceeds made available to Landlord by any mortgagee and/or ground lessor of the real property of which the premises are a manner consistent with the provisions of any underlying lease and any underlying mortgage, part) to repair or cause to be repaired such damage, and if . If the premises or any part of the premises thereof shall be have been rendered untenantable unfit for use and occupation hereunder by reason of such damage, damage the annual fixed rent payable hereunder, Yearly Rent or a just and proportionate part thereof according to the nature and extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of which the premises shall have been made tenantable so rendered unfit, shall be suspended or to such earlier date upon which the full term of this Lease with respect to such part of abated until the premises shall expire or terminate, unless have been restored as nearly as practicably may be to the condition in which they were immediately prior to such fire or other casualty casualty, provided, however, that if Landlord or any mortgagee of the Building or of the Building and the land shall have resulted from be unable to collect the negligence insurance proceeds (including rent insurance proceeds) applicable to such damage because of Tenant some action or inaction on the part of Tenant, or the employees, contractors, licensees or invitees of Tenant, the cost of repairing such damage shall be paid by Tenant and there shall be no abatement of rent. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to delays in the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance making of any kind on Tenant's propertysuch repairs which are due to government regulation, to witcasualties and strikes, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Leaseunavailability of labor and materials, and that other causes beyond the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion reasonable control of Landlord, nor shall Landlord be required as a result of damage liable for any inconvenience or (i) the premises are so damaged by fire or other casualty (whether or not insured) at any time during the premises shall have been last thirty months of the term hereof that the cost to repair such damage is reasonably estimated to exceed one-third of the total Yearly Rent payable hereunder for the period from the estimated date of restoration until the Termination Date, or (ii) the Building (whether or not including any portion of the premises) is so damaged by fire or other casualty (whether or not insured) that substantial alteration or reconstruction or demolition of the Building shall in Landlord's judgment be required, then and in either of such events, this Lease and the term hereof may be terminated at the election of Landlord by a notice in writing of its election so to terminate which shall be given by Landlord to Tenant within sixty (60) days following such fire or other casualty), then this Lease and the term and estate hereby granted may effective termination date of which shall be terminated by Landlord giving to Tenant within 90 not less than thirty (30) days after the date of day on which such damage written termination notice specifying a date, not less than 30 days after the giving of such notice, for such terminationis received by Tenant. In the event of the giving of such notice of any termination, this Lease and the term and estate hereby granted hereof shall expire as of the such effective termination date specified therefor in such notice with the same effect s if such date as though that were the date hereinbefore specified for the expiration of the full term of this Lease, Termination Date as stated in Exhibit 1 and the fixed rent and additional rent payable hereunder Yearly Rent shall be apportioned as of such date date; and if the premises or any part thereof shall have been rendered unfit for use and occupation by reason of termination, subject to abatement, if any, as and to such damage the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or Yearly Rent for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything the fire or other casualty to the contrary contained hereineffective termination date, if at or a just and proportionate part thereof, according to the time of the damage or destruction nature and extent to which the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or morehave been so rendered unfit, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseabated.

DAMAGE BY FIRE, ETC. If any part In the event of loss of, or damage to, the premises shall be damaged Property or the Building by fire or other casualty, including without limitation acts, of terrorism and windstorm (collectively for purposes of this Section 15 "other casualty"), the rights and obligations of the parties hereto shall be as follows: (a) If all or any portion(s) of the Building or Property (collectively, the "Damaged Premises") are damaged as a result of fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent shall, at its own expense, cause the damage to the collection by Landlord of insurance proceedsDamaged Premises to be repaired, and in a manner consistent with the provisions of any underlying lease and any underlying mortgagerestored, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period rebuilt and/or replaced within one hundred eighty (180) days from the date of such damage to the date when such part of the premises shall have been made tenantable fire or to such earlier date upon which the full term other casualty. Any provision of this Lease with respect to such part the contrary notwithstanding, Tenant shall not receive any abatement, credit or other offset to the Yearly Fixed Rent or the Additional Rent payable by Tenant hereunder pending Tenant's completion of, or on account of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to witcosts associated with, Tenant's goodsrestoration of the Building or the Property. (b) Notwithstanding the foregoing, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in if within the last two (2) years of the Term of this Lease, and that but not otherwise, the Landlord Property or Building shall not be obligated to repair any damage thereto substantially damaged or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage destroyed by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty)so that Tenant is unable to, then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a dateand, not less than 30 days after the giving of such noticein fact, for such termination. In the event of the giving of such notice of terminationdoes not, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, conduct Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue business in the Property for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the a period of nine thirty (930) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months days or more, Tenant shall thereafter have the rightoption of terminating this Lease in its sole discretion, within 10 provided that notice thereof is given to the Landlord not later than sixty (60) days after such damage or destruction. In such event, and as a condition to the effectiveness of Tenant's exercise of its right to so terminate this Lease, Tenant shall assign and/or pay to Landlord the sum of (i) all insurance proceeds payable under the policy or policies of insurance required by this Lease, plus (ii) an amount equal to the deductible under such policy or policies, (iii) any previously unpaid Rent due and payable through and including the termination date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease together with all Rent due to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as end of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereofInitial Term. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so event Tenant does not elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of terminate this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. Ifthis Section 15(b), notwithstanding the recovery of all insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to for the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction restoration of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseDamaged Premises.

DAMAGE BY FIRE, ETC. 9.1 If any part of the premises Premises shall be damaged by fire or other casualtyperils, the Tenant shall give prompt written notice thereof to the Landlord and the Landlord shall proceed with reasonable diligence subsequent subject to the adjustment and collection by Landlord of any insurance proceeds, proceeds and in a manner consistent with the provisions of any underlying lease Requirements and any underlying mortgage, Qualified Encumbrance to repair such damagedamage (other than damage to Tenant Insurables), and and, if any part of the premises Premises shall be rendered untenantable by reason of such damagedamage (including untenantability due to lack of access thereto), the annual fixed rent Fixed Rent and Escalation Rent payable hereunderunder this Lease, to the extent that such fixed rent Fixed Rent and Escalation Rent relates to such untenantable part of the premises Premises and for so long as Tenant in fact does not occupy such abatement is in excess untenantable portions of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this LeasePremises, shall be abated for the period from the date of such damage to the date which is the earliest to occur of (i) three (3) months after the date when such untenantable part of the Premises shall have been made tenantable, (ii) three (3) months after the date upon which such part of the premises shall Premises would have been made tenantable or to such earlier but for Tenant Delay, and (iii) the date upon which the full term of this Lease with respect to such part of the premises Premises shall expire or terminate; provided, unless that such abatement shall not apply (I) to the extent of the deductible under the applicable insurance coverage if such fire or other casualty damage shall have resulted from the negligence wrongful act or wrongful omission of any Tenant Party (and the Landlord hereby represents that its current deductible for such policy is $100,000.00, and it is agreed that the deductible amount under this clause (I) shall not exceed such $100,000.00 amount or such larger amount as may be the employeesLandlord’s deductible in the future so long as the future deductible amount continues to be consistent with the First Class Standard for similar policies of landlords), licensees or invitees and/or (II) if and to the extent the Landlord shall make available to the Tenant, during the period of such repair, other space in the Building reasonably suitable for the temporary carrying on of the Tenant’s business and the Tenant accepts such space. The Landlord shall not be liable for any inconvenience or annoyance to the Tenant or injury to the business of the Tenant resulting in any way from such damage or the repair thereof. The Tenant understands that the Landlord will not carry insurance of any kind on (w) the Tenant's property, to wit, Tenant's ’s goods, furniture or furnishings or furnishings, (x) any fixtures, equipment, improvements, installations or appurtenances Fixtures removable by the Tenant as provided in this Lease, (y) any Alterations (including the Initial Alterations) or (z) any property in the care, custody and control of the Tenant ((w)-(z), collectively, “Tenant Insurables”), and that the Landlord shall not be obligated to repair any damage thereto to Tenant Insurables or replace the same. So long as not interfering with the Landlord’s repair and restoration activities, the Tenant shall have reasonable right of entry into the damaged portions of the Premises prior to the Landlord’s completion of repair and restoration at reasonable times for the purpose of taking measurements and otherwise preparing plans for the Tenant’s Alterations. (a) If the Landlord shall reasonably determine in good faith (after consultation with its professional construction advisor) that substantial alteration or reconstruction of the Building shall(i.e., more than thirty-three percent (33%) of the rentable office space in the opinion of Landlord, be Building) is required as a result of damage by fire or other casualty perils (whether or not the premises Premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by the Landlord giving by a notice to the Tenant within 90 days after the date of such damage written notice specifying a date, not less than 30 forty-five (45) days after the giving of such notice, for such termination, and which notice must be given by the Landlord on or prior to the date which is sixty (60) days after the date of such damage; provided that as a result of the same damage leases (including this Lease) covering fifty percent (50%) or more of the rentable square footage affected by such damage in the Building are being terminated. (b) In addition, if more than forty percent (40%) of the rentable square footage of the Office Premises is rendered untenantable or inaccessible as a result of such damage by fire or other peril (“Substantial Premises Damage”) and, in connection therewith, the Landlord shall reasonably determine in good faith (after consultation with its professional construction advisor) that such part of the Premises or access thereto cannot be made tenantable or accessible within a period of eighteen (18) months after the occurrence of such fire or other peril, then this Lease and the term and estate hereby granted may be terminated by the Landlord or the Tenant by a notice specifying a date, not less than forty-five (45) days after the giving of such notice for such termination, which notice must be given by the Landlord or the Tenant within thirty (30) days after the Landlord shall have provided the Tenant with the Landlord’s determination of the estimated substantial completion date. In the event there is Substantial Premises Damage and this Lease is not terminated under this clause (b) and if the actual substantial completion date has not occurred within six (6) months after the Landlord’s estimated substantial completion date (such six-month period to be extended one day for each day that substantial completion shall have been delayed due to Tenant Delay or delays due to Force Majeure) then, notwithstanding anything to the contrary set forth herein, the Tenant shall have the one-time right to terminate this Lease effective at the end of the thirty (30) day period which immediately follows the last day of such six (6) month period (as may be extended as aforesaid), by delivering notice to the Landlord of such termination at any time during the first ten (10) days of such thirty (30) day period; provided, however, that if substantial completion nonetheless occurs on or prior to the end of such thirty (30) day period then, notwithstanding the Tenant’s termination notice, such termination shall not be effective and this Lease shall continue in full force and effect. (c) In addition to the foregoing, in the event there is Substantial Premises Damage during the last twelve (12) months of the then-current term of this Lease (taking into account any renewal rights which theretofore have been exercised) and this Lease is not terminated under clause (b) above, then this Lease and the term and estate hereby granted may be terminated by the Landlord or the Tenant by a notice specifying a date, not less than thirty (30) days after the giving of such notice for such termination, which notice must be given within thirty (30) days of such damage. (d) In the event of the giving termination of such notice of termination, this Lease and under this Section 9.2, the term and estate hereby granted shall expire as of the termination date specified therefor set in such notice accordance with the terms hereof with the same effect s as if such date were the date hereinbefore initially specified for in this Lease as the expiration of the full term of this Leasedate, and the fixed rent Fixed Rent and additional rent Escalation Rent payable hereunder under this Lease shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided, and all other provisions of this Lease with respect to the expiration of the term hereof shall apply. In Upon the event Landlord shall not give such giving of any notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required termination under Article 10(b) below) this Section 9.2 there shall be in effect or for no further restoration obligation upon the period of nine (9) months from the date of such damage, whichever is longerLandlord. Notwithstanding anything to the contrary contained set forth herein, in no event shall the Tenant have the right to terminate this Lease under this Section 9.2 if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, question was willfully caused by a Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants Party. 9.3 The Landlord and agreements of this Lease to be kept and observed by the Tenant, on behalf of themselves and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim others claiming under them (including a claim for negligence) which it might otherwise any insurer), waive all claims, demands or rights of indemnity that either of them may have against the other party (orincluding all rights of subrogation) arising out of damage to any property, in real or personal, resulting from fire or any other cause covered by the case applicable insurance coverage. The parties waive their respective rights, as set forth herein, because adequate insurance is to be maintained by each of Tenant, them to protect themselves against all such other tenants) for loss, damages with respect casualties and they have obtained or agree to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a obtain from their insurance carriers appropriate “waiver of subrogation or permission subrogation” provisions in all such policies of insurance. Each party shall endeavor to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, provide the other party is liable with an endorsement to the first casualty coverage confirming such waiver. The party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against benefitting from such loss, damage or destruction waiver shall be offset against responsible for the second commercially reasonable deductible amount under the other party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. ’s insurance policy. 9.4 This Lease shall be considered an express agreement governing any case of damage to or destruction of of, or any part of, the Building or any part thereof the Premises by fire or other casualtyperil, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.

DAMAGE BY FIRE, ETC. If any part of 21.1 In the premises shall be event the Premises or the Building are damaged by fire or other casualtycause and in Landlord's reasonable estimation such damage can be materially restored within one hundred eighty (180) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within forty-five (45) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not less than 30 prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage. 21.2 If such repairs cannot, in Landlord's reasonable estimation, be made within one hundred eighty (180) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified therefor in of such notice with the same effect s damage as if such date were the date hereinbefore specified had been originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedTerm. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 21.1. 21.3 Landlord shall not give such notice of terminationbe required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant's obligation . Any insurance which may be carried by Landlord or Tenant against loss or damage to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) the Building or Premises shall be in effect or for the sole benefit of the party carrying such insurance and under its sole control. 21.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 21.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of nine (9) months from time, whereupon the Lease shall end on the date of such damagenotice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, whichever however, that if construction is longer. delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 21.5 Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 21 occur during the last twelve (12) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the premises shall in the Tenant's opinion reasonably exercised be prospectively Premises untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damageLandlord's notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to elect to cancel the terminate this Lease by giving delivering written notice of termination to LandlordTenant within fifteen (15) days after such requirement is made by any such holder, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each party agrees damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 21.6 In the event of any damage or destruction to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before provisions of this Article 21, it shall be Tenant's responsibility to properly secure the casualty or (b) any other form of permission for the release of the other party. If such waiverPremises and upon notice from Landlord to remove forthwith, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect its sole cost and shall pay the insurer's charge thereforexpense, such waiver, agreement property belonging to Tenant or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all its licensees from such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction portion of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, Premises as Landlord shall have no application in such caserequest.

DAMAGE BY FIRE, ETC. In the event of loss of, or damage to, the Demised Premises or the Building by fire or other casualty, the rights and obligations of the parties hereto shall be as follows: (a) If the Demised Premises, or any part of the premises thereof, shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord Landlord, and Landlord Landlord, upon receiving such notice, shall proceed promptly and with reasonable diligence subsequent due diligence, subject to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgageunavoidable delays, to repair repair, or cause to be repaired, such damage, and if . If the Demised Premises or any part of the premises thereof shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, whether to the extent that such fixed rent relates Demised Premises or to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenantBuilding, agreement, term, provision or condition of this Lease, Yearly Fixed Rent shall be abated proportionately xxxxx for the period from the date of such damage to the date when such part of the premises damage shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminaterepaired. (b) If, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant whole or a substantial portion of the Building or the Demised Premises is rendered untenantable, Landlord, within 90 ninety (90) days after from the date of such damage written fire or casualty, may terminate this Lease by notice to Tenant, specifying a date, date not less than 30 twenty (20) nor more than forty (40) days after the giving of such notice, for such termination. In notice on which the event Term of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire terminate as set forth in Paragraph (f) of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Section. If Landlord does not so elect to terminate this Lease, then Landlord shall (to the extent that insurance proceeds, net of any portion thereof retained by a Mortgagee, are made available for such purpose) proceed with diligence to repair the damage to the Demised Premises and all facilities serving the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatementsame, if any, which shall have occurred, and Yearly Fixed Rent shall meanwhile proportionately xxxxx, all as provided in Paragraph (a) of this Section. However, if such damage is not repaired and the Demised Premises restored to substantially the extent above provided. In the event Landlord shall not give same condition as they were prior to such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy damage within six (as required under Article 10(b) below) shall be in effect or for the period of nine (96) months from the date of such damage, whichever is longer. Notwithstanding anything to Tenant within thirty (30) days from the contrary contained hereinexpiration of such six (6) month period or from the expiration of any extension thereof by reason of unavoidable delays as hereinafter provided, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the may terminate this Lease by giving written notice to Landlord, which notice shall specify the specifying a date of cancellation not earlier more than 30 sixty (60) days following after the giving of such notice. Such cancellation shall otherwise be of no effect upon notice on which the covenants and agreements Term of this Lease to shall terminate as set forth in Paragraph (f) of this Section. The period within which the required repairs may be kept and observed accomplished shall be extended by the Tenantnumber of days, and Tenant not to exceed ninety (90) days, lost as a result of unavoidable delays, which term shall not be released defined to include all delays referred to in Article 24. (c) If the Demised Premises shall be rendered untenantable by fire or relieved other casualty during the last year of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied the Term of this Lease, either party may terminate this Lease effective as of the date of such cancellation. Each party agrees fire or other casualty upon notice to endeavor to have included in each of its insurance policies the other given within thirty (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by 30) days after such fire or other casualty. (d) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy Landlord shall not be invalidated if required to repair or replace any of Tenant’s business machinery, equipment, cabinet work, furniture, personal property or other installations (all of which shall, however, be restored by Tenant within thirty (30) days after Landlord shall have completed any repair or restoration required under the assured waives the right terms of recovery against this Article), and no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any party responsible for a casualty covered by the policy before the casualty repair or (b) restoration of any other form of permission for the release portion of the other partyDemised Premises or of the Building. If Any insurance proceeds received by Tenant in connection with such waiver, agreement loss or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission damage shall be included in the policy. Each party hereby releases the other party, and applied by Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease repair or restoration to the extent reasonably necessary to which it is insured under a policy or policies containing a waiver accomplish the same. (e) The provisions of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease Article shall be considered an express agreement governing any case instance of damage to or destruction of the Building or any part thereof the Demised Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York any law now or hereafter in force providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, agreement shall have no application application. (f) In the event of any termination of this Lease pursuant to this Article, the Term of this Lease shall expire as of the effective termination date as fully and completely as if such date were the date herein originally scheduled as the Termination Date. (g) Landlord’s Architect’s certificate, given in such casegood faith, shall be deemed conclusive of the statements therein contained and binding upon Tenant with respect to the performance and completion of any repair or restoration work undertaken by Landlord pursuant to this Article or Article 18.

DAMAGE BY FIRE, ETC. If any part of 22.1 In the premises shall be event the Premises or the Building are damaged by fire or other casualtycause and in Landlord's 5 reasonable estimation such damage can be materially restored within one hundred eighty (180) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such darnage. Such abaternent of rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premise from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within forty-five (45) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposcs of this Lease, the Building or Prernises .shall be deemed "materially restored" if they are in such condition as would not less than 30 prevent or materially interfere with Tenant's use of the Prernises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord's reasonable estimation, be made within two hundred fifty (250) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified of such damage as 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ccilings, floor coverings, office fixtures or any other property or improvernents installed on the Premises or belonging to Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Prernises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material rcstoration within sixty (60) days after the date ectimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice with the same effect s as if such date were the date hereinbefore specified of such notice was the date originally fixed in this Lease for the expiration of the full term Term; provided, however, that if construction is delayel because of this Leasechanges, and deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the fixed rent and additional rent payable hereunder reasonable control of Landlord, the period for restoration, repair or rebuilding shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or extended for the period amount of nine (9) months from the date of such damage, whichever time Landlord is longer. so delayed. 22.5 Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any l obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant within fourty-five (45) days of the premises damages and if such damages shall in render any material portion of the Tenant's opinion reasonably exercised be prospectively Premises untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damage, to elect to cancel the Lease by giving written Landlord's notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied effective as of the date of the casualty; and (b) in the event the of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such cancellation. Each party agrees indebtedness, then Landlord shall have the right to endeavor terminate this Lease by delivering written notice of termination to have included Tenant within fifteen (15) days after such requirernent is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in each this Lease for the expiration of its insurance policies (insuring the Term. 22.6 In the event of any damage or destruction to the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before the casualty or (b) any other form provisions of permission for the release of the other party. If such waiverthis Article 22, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission it shall be included in Tenant's responsibility to properly secure the policy. Each party hereby releases the other partyPremises and upon notice from Landlord to remove forthwith, at its sole cost and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.expense,

DAMAGE BY FIRE, ETC. If any part of 22.1 In the premises shall be event the Premises or the Building are damaged by fire or other casualtycause and in Landlord's reasonable estimation such damage can be materially restored within two hundred fifth (250) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within forty-five (45) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not less than 30 prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord's reasonably estimation, be made within two hundred fifty (250) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified therefor in of such notice with the same effect s damage as if such date were the date hereinbefore specified had been originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedTerm. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not give such notice of terminationbe required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant's obligation . Any insurance which may be carried by Landlord or Tenant against loss or damage to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) the Building or Premises shall be in effect or for the sole benefit of the party carrying such insurance and under its sole control. 22.4 IN the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of nine (9) months from time, whereupon the Lease shall end on the date of such damagenotice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, whichever however, that if construction is longer. delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the premises shall in the Tenant's opinion reasonably exercised be prospectively Premises untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damageLandlord's notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds by applied to such indebtedness, then Landlord shall have the right to elect to cancel the terminate this Lease by giving delivering written notice of termination to LandlordTenant within fifteen (15) days after such requirement is made by any such holder, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant's responsibility to properly secure the Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the property belonging to Tenant or its licensees from such portion or all of the Building or Premises as Landlord shall request. 22.7 The provisions of this Lease, including this Article, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any party agrees to endeavor to have included in each of its insurance policies (insuring the Premises or the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire any statute or other casualty) a waiver regulation of the insurer's right State of subrogation against the other party California, including, without limitation, Sections 1932(2) and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a1934(4) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the BuildingCalifornia Civil Code, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy rights or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, obligations concerning damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of an express agreementagreement between the parties, and any other law of like import statute or regulation, now or hereafter in forceeffect, shall have no application in such caseto the Lease or any damage or destruction to all or any part of the Premises or the Building.

DAMAGE BY FIRE, ETC. 9.1. If any part of the premises Premises shall be damaged by fire or other casualtyperils, the Tenant shall give prompt written notice thereof to the Landlord and the Landlord shall, subject to adjustment and collection of any insurance proceeds (it being stipulated that the Landlord shall proceed with reasonable diligence subsequent to in the adjustment and collection by Landlord of any insurance proceeds, including rent insurance proceeds) and in a manner consistent with the provisions of any underlying lease Qualified Encumbrance, promptly commence and any underlying mortgage, to diligently pursue the repair and restoration of such damage, and and, if any part of the premises Premises shall be rendered untenantable by reason of such damagedamage (including untenantability due to lack of access thereto), the annual fixed rent payable hereunderunder this Lease, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this LeasePremises, shall be abated for the period from the date of such damage to the date when such part of the premises Premises shall have been made tenantable or to such earlier date upon which either such part of the Premises would have been tenantable but for Tenant Delay or the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty damage shall have resulted from the negligence of any Tenant or Party in which case the employees, licensees or invitees fixed rent payable under this Lease shall be abated only to the extent that the Landlord actually collects the proceeds of Tenantany applicable rent insurance; provided that such abatement shall be made only to the extent that it is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any provision of this Lease (other than the Initial Abatement). The Landlord shall not be liable for any inconvenience or annoyance to the Tenant or injury to the business of the Tenant resulting in any way from such damage or the repair thereof. The Landlord shall perform or cause such repairs to be performed in a prudent manner reasonably intended to minimize interference with the Tenant’s conduct of its business. The Tenant understands that the Landlord will not carry insurance of any kind on (w) the Tenant's property, to wit, Tenant's ’s goods, furniture or furnishings or furnishings, (x) on any fixtures, equipment, improvements, installations or appurtenances Fixtures removable by the Tenant as provided in this Lease, (y) on the Tenant improvements or betterments or (z) on any property in the care, custody and control of the Tenant, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. . (a) If substantial alteration or reconstruction the Building shall be so damaged that the cost of restoring those portions of the Building shallnot leased to National Broadcasting Company, Inc. or its successors or assigns (“NBC”) is reasonably estimated to be in excess of 30% of the opinion full insurable value of Landlord, be required as a result those portions of damage by fire or other casualty the Building not leased to NBC (whether or not the premises Premises shall have been damaged by such fire or other casualty), then then, on condition that the Landlord has terminated or shall simultaneously with the termination of this Lease terminate the leases demising substantially all of the office space in the Building (other than any lease(s) demising office space to (i) NBC or (ii) any affiliates of the Landlord), to the extent that the Building has been damaged such that the Landlord has the right thereunder to do so, this Lease and the term and estate hereby granted may be terminated by the Landlord giving by a notice, given to the Tenant within 90 60 days after the date of such damage written notice specifying a date, not less more than 30 days if all or substantially all of the Premises has been damaged, or less than 120 days if less than all or substantially all of the Premises has been so damaged, after the giving of such notice, for such termination. (b) In addition, if a substantial part of the Premises is rendered untenantable as a result of such damage by fire or other peril then, within 90 days after such damage to the Premises, the Landlord shall deliver to the Tenant a statement prepared in good faith by a reputable contractor setting forth such contractor’s estimate as to the time required to repair such damage. If the estimated time period exceeds 15 months from the date of such statement, the Tenant may elect to terminate this Lease by notice to the Landlord given not later than 30 days following receipt of such statement. If the Tenant shall have had the right to terminate this Lease pursuant to the preceding sentence and shall not have elected to terminate this Lease as aforesaid and restoration of the Premises is not substantially completed by the Landlord by the date 60 days after the expiration of the estimated time period set forth in the contractor’s statement (as the same may be extended by reason of any Force Majeure delays (the “Outside Date”)) the Tenant may elect to terminate this Lease by notice to the Landlord given not later than 5 days following the Outside Date, but in any event prior to the substantial completion of the restoration of the Premises. (c) In the event of that the giving of such Landlord or the Tenant shall duly give notice of terminationtermination of this Lease pursuant to and in accordance with this Section 9.2, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s as if such date were the date hereinbefore initially specified for in this Lease as the expiration of the full term of this Leasedate, and the fixed rent and additional rent payable hereunder under this Lease shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. 9.3. In The Landlord and the event Landlord shall not give such notice of termination, Tenant's obligation Tenant hereby release each other with respect to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for any liability which the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything released party might otherwise have to the contrary contained herein, if at the time of the releasing party for any damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in or the case of Landlord, and insuring Tenant's Property in Premises or the premises, in the case of Tenant, against loss, damage of destruction contents thereof by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property peril occurring during the term of this Lease to the extent to which it is insured of the proceeds received under a policy or policies containing of insurance permitting such release. Each party will use best efforts to cause its property and/or other applicable insurance policy to include a provision permitting such a release of liability; provided, that if such a provision is obtainable from such insurer only at an additional expense, the insured party shall notify the other party and, unless the other party pays such additional expense within 10 days thereafter, the insured party shall thereafter be free of its waiver of subrogation or permission to release liability, so long as provided an additional cost is required under the policy in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Leasequestion. 9.4. This Lease Lease, including, without limitation, Articles 9 and 10, shall be considered an express agreement governing any case of damage to or destruction of of, or any part of, the Building or any part thereof the Premises by fire or other casualtyperil, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.

DAMAGE BY FIRE, ETC. If any part of the premises shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.

DAMAGE BY FIRE, ETC. (A) Landlord agrees to maintain standard fire and extended coverage insurance covering the Building in an amount not less than 90% of the full "replacement cost" thereof (as such term is defined in the Replacement Cost Endorsement to be attached thereto, if any) insuring against the perils of fire and lightning and including extended coverage, and earthquake and flood coverage, or at Landlord's option, "All Risk" coverage, with earthquake and flood coverage, all such coverages and endorsements to be as defined, provided and limited in the standard bureau forms prescribed by the insurance regulatory authority for the state in which the property is situated for use by insurance companies admitted in such state for the writing of such insurance on risks located within such state. Subject to the provisions of Paragraphs 23(C), 23(D) and 23(F), such insurance shall be for the sole benefit of Landlord and under its sole control. Such insurance shall include protection for continuation of rental payments for a period of 12 months in the event of any damage caused by the perils referred to above. Tenants agrees to pay Landlord, as additional rental, Xxxxxx's Proportionate Share of Landlord's cost of maintaining such insurance. Said payments shall be made to Landlord within ten days after presentation to Tenant of Landlord's statement setting forth the amount due, and the failure to pay such share shall be treated in the same manner as a default in the payment of rent hereunder when due. Any payment to be made pursuant to this Paragraph with respect to the year in which the Lease commences or terminates shall be prorated. Tenant shall not take out separates insurance concurrent in form or contributing in the event of loss with that required to be maintained by Landlord hereunder unless Landlord is included as an additional insured thereon. Tenant shall immediately notify Landlord whenever any such separate insurance is taken out and shall promptly deliver to Landlord the policy or policies of such insurance. (B) If the Building should be damaged or destroyed by fire, tornado or other casually, Tenant shall give immediate written notice thereof to Landlord. (C) If the Building should be damaged by any peril covered by the insurance to be provided by Landlord under Paragraph 23(A), but only to such extent that the Building can in Landlord's estimation be materially restored within 180 days after the date upon which Landlord is notified by Tenant of such damage (except that Landlord may elect not to rebuild if such damage occurs during the last year of the term), this Lease shall not terminate, and Landlord shall at its sole cost and expense thereupon proceed with reasonable diligence to rebuild and repair such Building to substantially the condition in which it existed prior to such damage, except Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvement which may have been placed in, on or about the Premises by Tenant. If the premises shall be damaged by fire are untenantable in whole or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair part following such damage, the rent payable hereunder during the period in which the Premises are untenantable shall be reduced to such extent as may be fair and if any part reasonable under all of the premises shall be rendered untenantable circumstances. In the event that Landlord should fail to materially restore the Building within 180 days after the date upon which Landlord is notified by reason Tenant of such damage, Tenant may (if it has given Landlord at least 30 days notice of its need and intent to do so) at its option terminate this Lease by delivering written notice of termination to Landlord as Tenant's exclusive remedy. Whereupon all rights and obligations hereunder shall cease and terminate; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, strikes, lockouts, casualties, acts of God, war, material or labor shortages, Governmental regulation or control or other causes beyond the annual fixed rent payable hereunderreasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. For purposes hereof, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Xxxxxx's use of the Premises for the purpose for which it was then being used. (D) If the Building should be damaged or destroyed by fire, tornado or other casualty and Landlord is not required to rebuild pursuant to the extent that provisions of Paragraph 23(C), this Lease shall at the option of Landlord, upon notice to Tenant, given within 30 days after Landlord is notified by Tenant of such fixed damage, terminate and the rent relates to such part of shall be abated during the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition unexpired portion of this Lease, effective upon the date of the occurrence of such damage. (E) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or the Building requires that the insurance proceeds be applied to such indebtedness, then Landlord shall be abated for have the period from right to terminate this Lease by delivering written notice of termination to Tenant within 15 days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance notice to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after if the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. Term (F) In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the any damage or destruction to the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease Premises by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before the casualty provisions of this Article, Tenant shall, upon notice from Landlord, forthwith remove, at its sole cost and expense, such portion or (b) any all of Tenant's shelves, bins, machinery and other form of permission for the release trade fixtures and all other property belonging to Tenant or his licensees from such portion or all of the other party. If such waiver, agreement or permission premises as Landlord shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, request and Tenant hereby releases all other tenants in the Building, with respect to any claim indemnifies and holds Landlord (including without limitation the trustee and beneficiaries if Landlord is a claim for negligence) which it might otherwise have against the other party (ortrust), in the case of Tenant, against all such other tenants) for Landlord's agents and employees harmless from any loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. Ifclaims, notwithstanding the recovery suits, costs, expenses, including attorney's fees and damages, both real and alleged, arising out of insurance proceeds by either party for loss, any damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount injury as a result of the net proceeds failure to properly secure the Premises prior to such removal and/or as a result of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseremoval.

DAMAGE BY FIRE, ETC. (a) During the entire term of this Lease, and adjusting insurance coverages to reflect current values from time to time:-- (i) Landlord shall keep the Building (excluding work, installations, improvements and betterments in the premises which exceed the specifications provided in Exhibit 3, [called "Over- Building-Standard Property"] and any other property installed by or at the expense of Tenant) insured against loss or damage caused by any peril covered under fire, extended coverage and all risk insurance in an amount equal to one hundred percent (100%) replacement cost value above foundation walls; and (ii) Tenant shall keep its personal property in and about the premises and the Over- Building-Standard Property insured against loss or damage caused by any peril covered under fire, extended coverage and all risk insurance in an amount equal to one hundred percent (100%) replacement cost value. Such Tenant's insurance shall insure the interests of both Landlord and Tenant as their respective interests may appear from time to time and shall name Landlord as in additional insured; and the proceeds thereof shall be used only for the replacement or restoration of such personal property and the Over-Building-Standard Property. (b) If any part portion of the premises Building, required to be insured by Landlord under the precedence paragraph shall be damaged by fire or other insured casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent diligence, subject to the collection by then applicable statutes, building codes, zoning ordinances, and regulations of any governmental authority, and at the expense of Landlord (but only to the extent of insurance proceedsproceeds made available to Landlord by any mortgagee and/or around lessor of the real property of which the premises are a part, and in a manner consistent with the provisions of plus any underlying lease and any underlying mortgage, deductible) to repair or cause to be repaired such damage, provided, however, in respect of any over- Building Standard Property as shall have been damaged by such Fire or other casualty and if which (in the judgment of Landlord) can more effectively be repaired as an integral part of Landlord's repair work on the premises, that such repairs to such Tenant's alterations, decorations, additions and improvements shall be performed by Landlord but at Tenant's expense; in all other respects, all repairs to and replacements of Tenant's property and Over- Building-Standard Property shall be made by and at the expense of Tenant. (c) If the premises or any part of the premises thereof shall be have been rendered untenantable unfit for use and occupation hereunder by reason of such damagedamage or Tenant shall have no reasonable means of access to the premises, the annual fixed Yearly Rent and any other additional rent payable hereunderand other charges due hereunder or a just and proportionate part thereof, according to the nature and extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of which the premises shall have been made tenantable so rendered unfit or to such earlier date upon which the full term of this Lease with respect to such part of inaccessible, shall be suspended or abated until the premises (except as to the property which is to be repaired by or at the expense of Tenant) shall expire or terminate, unless have been restored as nearly as practicably may be to the condition in which they were immediately prior to such fire or other casualty shall have resulted from and Tenant has a reasonable means of access to the negligence of same. (d) Tenant or agrees to cooperate with Landlord in such manner as Landlord may reasonably request in assisting Landlord in collecting insurance proceeds due in connection with any casualty which affects the employees, licensees or invitees of Tenantpremises. Landlord shall not be liable for delays in the making of any such repairs which are due to government regulation, casualties and strikes, unavailability of labor and materials, and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in any way from repairing such damage or damage. (e) If (i) the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage premises are so damaged by fire or other casualty (whether or not insured) at any time during the premises shall have been last eighteen (18) months of the term hereof that the cost to repair such damage is reasonably estimated to exceed one half (1/2) of the total Yearly Rent payable hereunder for the period from the estimated date of restoration until the Termination Date, or (ii) the Building (whether or not including any portion of the premises) is so damaged by fire or other casualty (whether or not insured) that substantial alteration or reconstruction or demolition of the Building shall in Landlord's judgment be required, then and in either of such events, this Lease and the term hereof may be terminated at the election of Landlord by a notice in writing of its election so to terminate which shall be given by Landlord to Tenant within sixty (60) days following such fire or other casualty), then the effective termination date of which shall be not less than thirty (30) days after the day on which such termination notice is received by Tenant. For purposes of the foregoing sentence, the term "substantial alteration or reconstruction or demolition" shall mean alteration, reconstruction or demolition, which in Landlord's good faith judgment, would take more than one hundred eighty (180) days to repair from the date of commencement of the work if Landlord used reasonable efforts to complete such work. In addition, Landlord's termination right under clause (ii) shall apply only if the leases of all other tenants which are similarly situated to Tenant in the Building are terminated. (f) If any portion of the premises or any portion of the Building shall be damaged or destroyed by fire or other casualty to the extent that the operation of Tenant's business in the premises in the normal course is materially adversely affected, then, within thirty (30) days of such fire or other casualty, Landlord shall submit to Tenant a reasonable engineering estimate as to the estimated length of time co complete such repairs. If the time period ("Estimated Restoration Period") set forth in such estimate shall exceed one hundred eighty (180) days of the date of such casualty, Tenant may elect, by a notice sent within Fifteen (15) days after notice of such estimate is sent to Tenant, to terminate this Lease Lease. If such estimate shall fall within the 180-day limit, Tenant shall have no such right to terminate and Landlord shall, subject to the provisions of this Article 18, proceed with due diligence and promptness to reasonably complete the repairs or restoration within such one hundred eighty (180) days, subject always to delay for causes beyond Landlord's reasonable control including, but not limited to the causes specified in Article 26 hereof, and the term other limitations set forth in this Article 18. (g) In the event that the premises or the Building are damaged by fire or other casualty to such an extent so as to render the premises untenantable, and estate hereby granted may be terminated by if Landlord giving shall fail, for any reason other than Tenant's fault, to Tenant within 90 substantially complete said repairs or restoration on or before the date ("Outside Date") which is the later of the last day of the Estimated Restoration Period or one hundred fifty (150) days after the date of such damage fire or other casualty, Tenant may terminate this Lease by living Landlord written notice specifying a date, as follows: (i) Said notice shall be given after the Outside Date: (ii) Said notice shall set forth an effective date which is not less earlier than 30 thirty (30) days after Landlord receives said notice: (iii) If said repairs or restoration are substantially complete on or before the giving date thirty (30) days (which thirty-(30)-day period shall be extended by the length of any delays caused by Tenant or Tenant's contractors) after Landlord receives such notice, for said notice shall have no further force and effect; and (iv) If said repairs or restoration are not substantially complete on or before the date thirty (30) days (which thirty-(30)-day period shall be extended by the length of any delays caused by Tenant or Tenant's contractors) after Landlord receives such termination. notice, the Lease shall terminate as of said effective date. (h) In the event of the giving of such notice of any termination, this Lease and the term and estate hereby granted hereof shall expire as of the such effective termination date specified therefor in such notice with the same effect s if such date as though that were the date hereinbefore specified for the expiration of the full term of this Lease, Termination Date as stated in Exhibit I and the fixed rent and additional rent payable hereunder Yearly Rent shall be apportioned as of such date date; and if the premises or any part thereof shall have been rendered unfit or inaccessible for use and occupation by reason of termination, subject to abatement, if any, as and to such damage the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or Yearly Rent for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything the fire or other casualty to the contrary contained hereineffective termination date, if at or a just and proportionate part thereof, according to the time of the damage or destruction nature and extent to which the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months have been so rendered unfit or moreinaccessible, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such caseabated.

DAMAGE BY FIRE, ETC. If Section 7.01 Subject to Section 7.02, if any part of the premises Premises shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceedsdiligence, and in a manner consistent with the provisions of any ground or underlying lease and any underlying mortgagemortgage affecting the same or the Land and/or the Building or Landlord’s interest therein, to repair such damage, and if any part of the premises Premises shall be rendered untenantable by reason of such damage, the annual fixed rent Fixed Rent payable hereunder, hereunder shall be abated (not to exceed the amount Landlord is reimbursed by net insurance proceeds) to the extent that such fixed rent Fixed Rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated Premises for the period from the date of such damage to the date when such part of the premises Premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises Premises shall expire or terminate, unless . If Landlord or any holder of any superior mortgage (as herein defined) or any lessor under any superior lease (as herein defined) shall be unable to collect the insurance proceeds (including rent insurance) applicable to such fire damage because of some action or other casualty shall have resulted from inaction on the negligence part of Tenant or the Tenant’s agents, contractors, employees, licensees guests, invitees or invitees licensees, then Landlord’s charge for repairing such damage shall be paid by Tenant and there shall be no abatement of Tenantrent. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands acknowledges and agrees that Landlord will not shall not: (i) carry insurance of any kind on Tenant's property, to witany Appurtenances, Tenant's goods’s Property, furniture or furnishings Tenant’s Changes or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not (ii) be obligated to repair any damage thereto or replace any of same, which obligation shall be the same. sole responsibility of Tenant. Section 7.02 If substantial alteration or reconstruction of the Building shall, in the sole opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises Premises shall have been damaged by such fire or other casualty)) or if all or any portion of the Premises shall be damaged by fire or other casualty during the last two (2) years of the term of this Lease, then this Lease and the term and estate hereby granted may be terminated by Landlord by its giving to Tenant within 90 one hundred twenty (120) days after the date of such damage written notice specifying a date, not less than 30 thirty (30) days after the giving of such notice, for such termination. Section 7.03 Landlord and Tenant shall each secure an appropriate clause in, or an endorsement upon, each all risk property damage policy obtained by it and covering the Building, the Premises or Tenant’s Property pursuant to which the respective insurance companies waive subrogation or permit the insured, prior to any loss, to waive any claim it might have against the other. In Provided the event terms of the giving applicable insurance policy will not be violated or rendered unenforceable, the waiver of such notice subrogation or permission for waiver of termination, this Lease and the term and estate hereby granted any claim hereinbefore referred to shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and extend to the extent above provided. In the event Landlord shall not give such notice agents of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. each party. Section 7.04 Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements any other provision of this Lease to be kept and observed by the Tenantcontrary (other than the second sentence of Section 7.01) with respect to any property whether insured or not, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other partyand its partners, agents and Tenant hereby releases all other tenants in the Building, employees with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages damage or destruction with respect to its property by fire or other casualty (including rental value or business interruption, as the case may be) occurring during the term of this Lease Lease. Nothing in this Section 7.04 shall relieve Tenant or Landlord of its obligations to make repairs to the extent to which it is insured under a policy or policies containing a waiver Premises in accordance with the terms of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. . Section 7.05 This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case. Section 7.06 Notwithstanding the above to the contrary, in the event that more than fifty percent (50%) of the Premises shall be damaged by fire or other casualty and restoration is not substantially completed by Landlord within one (1) year after the occurrence of said casualty, subject to extension for circumstances beyond Landlord’s reasonable control (the “Restoration Period”), then Tenant shall be entitled to terminate this Lease provided Landlord receives a written termination notice (which shall be deemed irrevocable) from Tenant within twenty (20) business days after the expiration of the Restoration Period, time being of the essence. In the event that Landlord does not receive said notice within said twenty (20) business day period, then Tenant’s right to terminate pursuant to this Section 7.06 shall be void and of no further force or effect.

DAMAGE BY FIRE, ETC. If any part of 22.1 In the premises shall be event the Premises or the Building are damaged by fire or other casualtycause and in Landlord’s reasonable estimation such damage can be materially restored within ninety (90) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within forty-five (45) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which CROSSINGS FORM LEASE — NO PERCENTAGE RENT material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not less than 30 prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within ninety (90) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified therefor in of such notice with the same effect s damage as if such date were the date hereinbefore specified had been originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedTerm. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not give such notice of terminationbe required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant's obligation . Any insurance which may be carried by Landlord or Tenant against loss or damage to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) the Building or Premises shall be in effect or for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefore as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of nine (9) months from time, whereupon the Lease shall end on the date of such damagenotice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, whichever however, that if construction is longer. delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the premises shall in the Tenant's opinion reasonably exercised be prospectively Premises untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damageLandlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to elect to cancel the terminate this Lease by giving delivering written notice of termination to LandlordTenant within fifteen (15) days after such requirement is made by any such holder, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each party agrees damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the casualty or (b) any other form Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of permission for the release all of the other party. If property belonging to Tenant or its licensees from such waiver, agreement portion or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, Premises as Landlord shall have no application in such case.request. CROSSINGS FORM LEASE — NO PERCENTAGE RENT

DAMAGE BY FIRE, ETC. Section 7.01. If any part of the premises Premises shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceedsdiligence, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises Premises shall be rendered untenantable by reason of such damage such that Tenant in its reasonable judgment is unable to conduct its business from the remaining undamaged portion of the Premises then, provided Tenant actually ceases its business operations thereat as a result of such damage, the annual fixed Fixed Rent and additional rent payable hereunder, hereunder shall be abated to the extent that such fixed Fixed Rent and additional rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated Premises for the period from the later of the date of such damage to or the date of such cessation of Tenant’s business until the date when such damaged part of the premises Premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty Premises shall have resulted from the negligence of Tenant expired or the employees, licensees or invitees of Tenantterminated. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereofthereof provided Landlord shall cause as little interference as reasonably possible. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property’s Property, to wit, Tenant's ’s goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. Section 7.02. If substantial alteration or reconstruction of the Premises or the Building shall, in the opinion of Landlord, Landlord be required as a result of damage by fire or other casualty (whether or not the premises Premises shall have been damaged by such fire or other casualty), or if such substantial alteration or reconstruction is not feasible or possible, then this Lease and the term and estate hereby granted may be terminated by Landlord or Tenant by its giving to Tenant the other within 90 one hundred eighty (180) days after the date of such damage written notice specifying a date, not less than 30 thirty (30) days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s as if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent Fixed Rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be provided in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellationSection 7.01 hereof. Section 7.03. Each party agrees to endeavor to have included in each of its fire, casualty and other hazard insurance policies (insuring the Building and Landlord's ’s property therein, in the case of Landlord, and insuring Tenant's Property ’s property in the premisesPremises, in the case of Tenant, against loss, damage of or destruction by fire or other casualty) casualty therein covered a waiver of the insurer's ’s right of subrogation against the other party and against all other tenants in the Buildingparty, or, or if such waiver should be is unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives insured waives, before the casualty, the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case the first such waiver, agreement, or permission can be obtained at additional chargecase, if the other party so notified shall so elect and shall pay the insurer's ’s additional charge therefor, such waiver, agreement or permission shall be included in the policy. Section 7.04. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, party with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages damage or destruction with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraphSection 7.03 hereof. If, notwithstanding the recovery of insurance proceeds by either party for such loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, then (provided the first party's ’s right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, ) the amount of the net proceeds of the first party's ’s insurance against such loss, damage or destruction shall be offset against the second party's ’s liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of or restoration, as the case may be. Nothing contained in this paragraph Section 7.04 shall be deemed to relieve either party of any duty imposed elsewhere in this Lease lease to repair, restore or rebuild or to nullify any abatement of rents rent provided for elsewhere in this Lease. Section 7.05. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, casualty and Section 227 of the Real Property Law of the State of New York any statute providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such case.

DAMAGE BY FIRE, ETC. (a) If any part of the premises shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage to the date when such part of the premises shall have been made tenantable or to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipmentBuilding, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto Premises are rendered partially or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a date, not less than 30 days after the giving of such notice, for such termination. In the event of the giving of such notice of termination, this Lease and the term and estate hereby granted shall expire as of the date specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above provided. In the event Landlord shall not give such notice of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively wholly untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 if such damage cannot, in Landlord's reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the Real Property Law date of such fire or casualty. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, the Building, improvements, or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use of the State Premises for the purpose for which it was then being used. (b) If this Lease is not terminated pursuant to Paragraph 19(a), then to the extent of New York providing available insurance proceeds, Landlord shall proceed with all due diligence to repair and restore the Building, improvements or Premises, as the case may be (except that Landlord may elect not to rebuild if such damage occurs during the last year of the term of this Lease exclusive of any option which is unexercised at the date of such damage). (c) If this Lease shall be terminated pursuant to this Paragraph 19, the term of this Lease shall end on the date of such damage as if that date had been originally fixed in this Lease for the expiration of the term hereof. If this Lease shall not be terminated by Landlord pursuant to this Paragraph 19 and if the Premises is untenantable in whole or in part following such a contingency damage, the rent payable during the period in which the Premises is untenantable shall be reduced to such extent, if any, as may be fair and reasonable under all of the circumstances. In no event shall Landlord be required to rebuild, repair or replace any part of the partitions, fixtures, additions, or other improvements which may have been placed in or about the Premises by Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. (d) Notwithstanding anything herein to the contrary, in the absence event the holder of express agreementany indebtedness secured by a mortgage covering the Premises, Building or Property, or the ground lessor of the Property, requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such person, whereupon the Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the term. (e) In the event of any damage or destruction to the Building or the Premises by any peril covered by the provisions of this Paragraph 19, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant or its licensees from such portion or all of the Building or the Premises as Landlord shall request and Tenant hereby indemnifies, defends and holds Landlord harmless from any loss, liability, costs, and expenses, including attorneys' fees, arising out of any other law claim of like import now damage or hereafter in force, shall have no application in injury as a result of such caseremoval and any alleged failure to properly secure the Premises prior to such removal.

DAMAGE BY FIRE, ETC. If any part of 22.1 In the premises shall be event the Premises or the Building are damaged by fire or other casualtycause and in Landlord's reasonable estimation such damage can be materially restored within 180 days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within thirty (30) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made. For purposes of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not less than 30 prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord's reasonable estimation, be made within 180 days, Landlord and Tenant shall each have the option of giving the other, at any time within forty-five (45) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified therefor in of such notice with the same effect s damage as if such date were the date hereinbefore specified had been originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedTerm. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not give be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within forty-five (45) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of termination, Tenant's obligation to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be such notice was the date originally fixed in effect or this Lease for the period expiration of nine the Term. 22.5 Notwithstanding anything to the contrary contained in this Article: If material damage to the Premises shall occur during the last twelve months of the Term and the Term of this Lease shall not have previously been extended by Tenant as provided in Section 2.4 above, either party may terminate this Lease by written notice to the other within thirty (930) months from days after the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each party agrees damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.6 In the event of any damage or destruction to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before provisions of this Article 22, it shall be Tenant's responsibility to properly secure the casualty or (b) any other form Premises and upon notice from Landlord to remove as soon as reasonably practicable, at its sole cost and expense, such portion of permission for the release all of the other party. If property belonging to Tenant or its licensees from such waiver, agreement portion or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, Premises as Landlord shall have no application in such caserequest.

DAMAGE BY FIRE, ETC. If any part of the premises shall be Premises are or the building is damaged by fire or other casualtycasualty which is covered by insurance, Tenant shall give prompt written notice thereof to Landlord and Landlord shall proceed with reasonable diligence subsequent to forthwith repair the collection by Landlord of insurance proceedssame, and in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair provided such damage, and if any part of the premises shall repairs can be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period made within sixty (60) working days from the date of such damage under the laws and regulations of the state, federal, county and municipal authorities having jurisdiction thereof, and this Lease shall remain in full force and effect during the making of such repairs, except that Tenant shall be entitled to a proportionate reduction of rent while such repairs are being made if the damage was not attributable to Tenant's negligent or willful act, such proportionate reduction to be based upon the full extent to which the making of such repairs shall interfere with the business carried on by Tenant in the Premises. If such repairs are not covered by insurance or cannot be made within sixty (60) working days from the date when of such part of the premises damage, Landlord shall have been made tenantable the option either (1) to repair or to restore such earlier date upon which the full term of damage, this Lease with respect continuing in full force and effect, but the rent to such part of the premises shall expire be proportionately reduced as herein above in this paragraph provided, or terminate, unless such fire or other casualty shall have resulted from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance (2) to give notice to Tenant or injury to the business of Tenant resulting in at any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty time within thirty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 30) working days after the date of such damage written terminating this Lease as of a date to be specified in such notice specifying a date, which date shall not be less than 30 thirty (30) nor more than sixty (60) working days after the giving of such notice, for such termination. In the event of the giving of such notice of terminationtermination by either Landlord or Tenant, this Lease and all interest of Tenant in the term and estate hereby granted Premises shall expire as of terminate on the date so specified therefor in such notice with the same effect s if such date were the date hereinbefore specified for the expiration of the full term of this Leasenotice, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of terminationrent, subject to abatementreduced by any proportionate reduction based upon the extent, if any, as and to which said damage interfered with the extent above providedbusiness carried on by Tenant in the Premises, shall be paid up to date of such termination. In the event Landlord shall not give such notice of termination, Tenant's obligation be liable for or be required to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) shall be in effect repair any injury or for the period of nine (9) months from the date of such damage, whichever is longer. Notwithstanding anything to the contrary contained herein, if at the time of the damage or destruction the premises shall in the Tenant's opinion reasonably exercised be prospectively untenantable for 12 months or more, Tenant shall have the right, within 10 days after date of damage, to elect to cancel the Lease by giving written notice to Landlord, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of the date of such cancellation. Each party agrees to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction by fire or other casualty) a waiver of cause to the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case property of Tenant, against all such other tenants) for lossor to make repairs or replacements of any paneling, damages with respect decorations, railings, floor coverings or any equipment or improvements installed on the Premises by Tenant. Tenant hereby waives any provisions of law automatically terminating this Lease or otherwise contrary to its property occurring during the term provisions of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided paragraph in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case event of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in such casePremises.

DAMAGE BY FIRE, ETC. If any part of 23.1. In the premises shall be event the Premises or the Building are damaged by fire or other casualtycause and in Landlord’s reasonable estimation such damage can be materially restored within ninety (90) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that if such damage is not the result of any negligence or willful misconduct of Tenant or its agents, employees, or invitees, then Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within thirty (30) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not less than 30 prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 23.2. If such repairs cannot, in Landlord’s reasonable estimation, be made within ninety (90) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified therefor in of such notice with the same effect s damage as if such date were the date hereinbefore specified had been originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedterm. In the event that neither Landlord nor Tenant exercise the above set forth option to terminate this Lease in the event of partial destruction, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent becoming due which this Lease shall be proportionately abated as provided in Section 23.1 of this Lease. Landlord shall not give such notice of terminationbe required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant's obligation . Any insurance which may be carried by Landlord or Tenant against loss or damage to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) the Building or Premises shall be in effect or for the sole benefit of the party carrying such insurance and under its sole control. 23.3. In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 23.3, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of nine (9) months from time, whereupon the Lease shall end on the date of such damagenotice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, whichever however, that if construction is longerdelayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond a reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 23 occur during the last twelve (12) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the premises shall in the Tenant's opinion reasonably exercised be prospectively Premises untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damageLandlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to elect to cancel the terminate this Lease by giving delivering written notice of termination to LandlordTenant within fifteen (15) days after such requirement is made by any such holder, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellationdamage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 23.4. Each party agrees In the event of any damage or destruction to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before provisions of this Article 23, it shall be Tenant’s responsibility to properly secure the casualty or (b) any other form Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of permission for the release all of the other party. If property belonging to Tenant or its licensees from such waiver, agreement portion or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or Premises as Landlord shall request and Tenant hereby indemnifies, protects, defends and holds Landlord harmless from any part thereof by fire loss, liability, costs and expenses, including attorney’s fees, arising out of any claim of damage or other casualty, and Section 227 injury as a result of any actual or alleged failure of Tenant to properly secure the Real Property Law of the State of New York providing for Premises prior to such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, shall have no application in removal and/or such caseremoval.

DAMAGE BY FIRE, ETC. If 22.1 Landlord shall maintain all insurance policies deemed by Landlord to be reasonably necessary or desirable and relating in any part manner to the protection, preservation or operation of the premises Premises, insuring against the perils of fire and lightning and including extended coverage or, at Landlord’s option, all risk coverage and, if Landlord so elects, earthquake, flood and wind coverages and the cost of such policies shall be included in Operating Expenses. Such insurance shall be for the sole benefit of Landlord and under its sole control. Tenant shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained by Landlord hereunder unless Landlord is included as a loss payee thereon. Tenant shall immediately notify Landlord whenever any such separate insurance is taken out and shall promptly deliver to Landlord the policy or policies of such insurance. 22.2 In the event the Premises or the Building are damaged by fire or other casualtycause and in Landlord’s reasonable estimation such damage can be materially restored within one hundred and eighty (180) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall give prompt written notice thereof be entitled to Landlord and Landlord shall proceed with reasonable diligence subsequent to the collection by Landlord of insurance proceeds, and a proportionate abatement in a manner consistent with the provisions of any underlying lease and any underlying mortgage, to repair such damage, and if any part of the premises shall be rendered untenantable by reason of such damage, the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such part of the premises and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated for the period from the date of such damage. Such abatement of rent-shall be made pro rata in accordance with the extent to which the damage to and the date when making of such part repairs shall interfere with the use and occupancy by Tenant of the premises shall have been made tenantable or Premises from time to such earlier date upon which the full term of this Lease with respect to such part of the premises shall expire or terminate, unless such fire or other casualty shall have resulted time. Within forty-five (45) days from the negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, to wit, Tenant's goods, furniture or furnishings or any fixtures, equipment, improvements, installations or appurtenances removable by Tenant as provided in this Lease, and that the Landlord shall not be obligated to repair any damage thereto or replace the same. If substantial alteration or reconstruction of the Building shall, in the opinion of Landlord, be required as a result of damage by fire or other casualty (whether or not the premises shall have been damaged by such fire or other casualty), then this Lease and the term and estate hereby granted may be terminated by Landlord giving to Tenant within 90 days after the date of such damage written notice specifying a datedamage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not less than 30 prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.3 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred and eighty (180) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the giving date of such notice, for such terminationdamage. In the event of the giving of such notice of terminationnotice, this Lease and the term and estate hereby granted shall expire and all interest of the Tenant in the Premises shall terminate as of the date specified therefor in of such notice with the same effect s damage as if such date were the date hereinbefore specified had been originally fixed in this Lease for the expiration of the full term of this Lease, and the fixed rent and additional rent payable hereunder shall be apportioned as of such date of termination, subject to abatement, if any, as and to the extent above providedTerm. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.2. 22.4 Landlord shall not give such notice of terminationbe required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant's obligation . Any insurance which may be carried by Landlord or Tenant against loss or damage to pay all rent and additional rent due and to become hereunder shall continue for so long as Tenant's rent insurance policy (as required under Article 10(b) below) the Building or Premises shall be in effect or for the sole benefit of the party carrying such insurance and under its sole control. 22.5 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.5, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of nine (9) months from time, whereupon the Lease shall end on the date of such damagenotice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, whichever however, that if construction is longer. delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended on a day for day basis for the amount of time Landlord is so delayed. 22.6 Notwithstanding anything to the contrary contained hereinin this Article: (a) Landlord shall not have any obligation whatsoever to repair, if at reconstruct, or restore the time Premises when the damages resulting from any casualty covered by the provisions of this Article 21 occur during the last twelve (12) months of the damage Term or destruction any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the premises shall in the Tenant's opinion reasonably exercised be prospectively Premises untenantable for 12 months or more, Tenant shall have the right, right to terminate this Lease by notice to Landlord within 10 fifteen (15) days after date receipt of damageLandlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to elect to cancel the terminate this Lease by giving delivering written notice of termination to LandlordTenant within fifteen (15) days after such requirement is made by any such holder, which notice shall specify the date of cancellation not earlier than 30 days following the giving of such notice. Such cancellation shall otherwise be of no effect upon the covenants and agreements of whereupon this Lease to be kept and observed by the Tenant, and Tenant shall not be released or relieved of any liability or obligation theretofore accrued or incurred or outstanding or unsatisfied as of end on the date of such cancellation. Each party agrees damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. 22.7 In the event of any damage or destruction to endeavor to have included in each of its insurance policies (insuring the Building and Landlord's property therein, in the case of Landlord, and insuring Tenant's Property in the premises, in the case of Tenant, against loss, damage of destruction or Premises by fire or other casualty) a waiver of the insurer's right of subrogation against the other party and against all other tenants in the Building, or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty peril covered by the policy before provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the casualty or (b) any other form Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of permission for the release all of the other party. If property belonging to Tenant or its licensees from such waiver, agreement portion or permission shall not be, or shall cease to be, obtainable (i) without additional charge, or (ii) at all, then the insured party shall so notify the other party promptly after learning thereof. In case such waiver, agreement, or permission can be obtained at additional charge, if the party so notified shall so elect and shall pay the insurer's charge therefor, such waiver, agreement or permission shall be included in the policy. Each party hereby releases the other party, and Tenant hereby releases all other tenants in the Building, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party (or, in the case of Tenant, against all such other tenants) for loss, damages with respect to its property occurring during the term of this Lease to the extent to which it is insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding paragraph. If, notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment, then, provided the first party's right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party's insurance against such loss, damage or destruction shall be offset against the second party's liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair of restoration, as the case may be. Nothing contained in this paragraph shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Building or any part thereof by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of express agreement, and any other law of like import now or hereafter in force, Premises as Landlord shall have no application in such caserequest.