Common use of DESTRUCTION-FIRE OR OTHER CAUSE Clause in Contracts

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord, the damage to the Premises, but excluding damage to the Alterations and Tenant’s Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and not actually used by Tenant), bears to the total area of the Premises. Tenant shall cooperate with Landlord in connection with the making of such repairs, including without limitation, the making or settlement of any insurance claims. Landlord shall have no obligation to repair any damage to, or to replace, any Alterations or Tenant’s Property. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s obligation to repair the Premises shall be limited to repair of the Premises to substantially the condition of the Premises on the Commencement Date with such modifications as shall be required in order to comply with Requirements.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) 15.01 If the Premises Building shall be partially damaged or destroyed, or if the Leaseback Space shall be partially damaged or destroyed, by fire, casualty or other cause, then whether or not the damage or destruction shall have resulted from the fault or neglect of Subtenant, or its servants, employees, agents, visitors or licensees (and if this Sublease shall not have been cancelled as in this Article hereinafter provided), Sublandlord will promptly and with due diligence and continuity repair the damage, and restore, replace, and rebuild the Building and the Leaseback Space at its expense in accordance with the provisions of the Xxxxxxxxx, after notice to it of the damage or destruction; provided, however, that Sublandlord shall not be required to repair or replace any of Subtenant's personal property, which repairs or replacements to Subtenant's personal property shall be made by Subtenant, at its own expense and subject to the provisions of this Sublease. If the Leaseback Space shall be partially damaged or partially destroyed, the Minimum Rent and Additional Rent payable hereunder shall be proportionately abated (on a per square foot basis) to the extent that the Leaseback Space shall have been rendered untenantable or unfit for the conduct of Subtenant's business in substantially the manner in which such business was being conducted immediately prior to such casualty, and if Subtenant does not occupy such damaged or destroyed part of the Leaseback Space for the conduct of business, for the period from the date of such damage or destruction (the "Damage Date") to the date that the damage shall be repaired or restored. If the Leaseback Space or a major part thereof shall be totally, or substantially totally, damaged or destroyed or rendered completely, or substantially completely, untenantable or unfit for the conduct of Subtenant's business in substantially the manner in which such business was being conducted immediately prior to such fire, casualty or other cause then the Minimum Rent and Additional Rent shall completely xxxxx as of the Damage Date until Sublandlord shall repair, restore, replace and rebuild the Leaseback Space as provided in the first sentence of this Section 15.01; provided, however, that, should Subtenant reoccupy a portion of the Leaseback Space for the purpose of conducting business during the period the restoration work is taking place pursuant to this Section 15.01 and prior to the date when the same is made completely tenantable, Minimum Rent and Additional Rent shall be apportioned and be payable by Subtenant in proportion to the part of the Leaseback Space occupied by it. Section 15.02 Within sixty (60) days after total or substantially total damage or destruction to the Leaseback Space or a major part thereof, Sublandlord shall deliver to Subtenant a statement prepared by a reputable contractor or architect setting forth such party's estimate of the time required to repair such damage. If the estimated period exceeds thirty-six (36) months from the Damage Date, Subtenant may elect to terminate this Sublease by notice to Sublandlord not later than sixty (60) days following receipt of such statement. Such architect's estimate shall not assume the use by Sublandlord of any overtime labor unless Sublandlord agrees to employ same. If Subtenant shall reasonably dispute whether the restoration may or may not be completed by Sublandlord within thirty-six (36) months from the date of the casualty, the determination of whether the restoration may or may not be completed within said period of thirty-six (36) months shall be determined by the Appropriate Construction Manager, and the sixty (60) day period for giving of a notice of termination shall commence upon the receipt by Sublandlord and Subtenant of such Appropriate Construction Manager's estimate of such rebuilding time. In any case of total or substantially total damage or destruction to the Leaseback Space or a major part thereof, Subtenant shall have the right to terminate this Sublease if Sublandlord shall not have completed the repair or restoration thereof within thirty-six (36) months after the Damage Date unless the estimated period for such repair and restoration was calculated to exceed thirty-six (36) months in accordance with the foregoing provisions of this Section 15.02, and Subtenant shall not have exercised its termination right. Section 15.03 In case the Leaseback Space shall be substantially damaged or destroyed by fire or other cause at any time during the last two (2) years of the then term of this Sublease, then either Sublandlord or Subtenant may cancel this Sublease and the term hereby granted upon written notice to the other party hereto given within sixty (60) days after such damage or destruction; provided, that neither Sublandlord nor Subtenant shall have the right to cancel this Sublease if, prior to the Damage Date or within sixty (60) days after the Damage Date: (I) Subtenant shall have delivered, or shall deliver, to Sublandlord notice (a "Subtenant Extension Notice") of its irrevocable election to extend this Sublease pursuant to Section 19.01 hereof, and (II) Sublandlord, as Tenant under the Xxxxxxxxx, shall have delivered, or shall deliver, to Overlandlord, notice (a "Sublandlord Extension Notice") of its irrevocable election to extend the Xxxxxxxxx pursuant to Article 29 of the Xxxxxxxxx. If both the Subtenant and Sublandlord Extension Notices shall have been duly given, then neither Sublandlord nor Subtenant may elect to terminate this Sublease with respect to any portions of the Leaseback Space which is the subject of such extension, other than on the basis set forth in Section 15.02 of this Sublease. Notwithstanding the foregoing, if (a) only Subtenant shall have duly given a Subtenant Extension Notice, but Sublandlord shall not have given a Sublandlord Extension Notice, and (b) Sublandlord shall have timely delivered to Subtenant a notice to terminate this Sublease pursuant to the provisions of Section 15.03, then Sublandlord shall have the right to terminate this Sublease in accordance with such termination notice, provided and on condition that within ten (10) Business Days after the later of Sublandlord's receipt of the Extension Notice or Sublandlord's giving of the termination notice, Sublandlord, as Tenant under the Xxxxxxxxx, shall deliver to Subtenant, as Overlandlord, a notice irrevocably waiving all of Sublandlord's rights to extend the term of the Xxxxxxxxx pursuant to Article 29 of the Xxxxxxxxx. Notwithstanding the foregoing, in the event Subtenant elects to make the repairs to the Leaseback Space, this Sublease shall continue (subject to the rent abatements provided herein) and Sublandlord shall pay to Subtenant the insurance proceeds from Sublandlord's insurer plus the amount of any deductible. Section 15.04 Except to the extent expressly set forth in this Article 1 5, neither Sublandlord nor Subtenant shall have any right to terminate this Sublease in the event of fire or other casualty. Furthermore, notwithstanding anything to the contrary in this Article 15, as long as MetLife is the Subtenant and Credit Suisse First Boston (USA), Inc. (and its present and future Affiliates and any successors thereto by merger, consolidation or corporate reorganization or sale of substantially all of its assets ("CSFB")) is the Sublandlord under this Sublease, MetLife agrees that it will not exercise any termination right under this Article 15 (other than as provided in Section 15.03). Section 15.05 In the event of the termination of this Sublease pursuant to the provisions of this Article, this Sublease shall expire as fully and completely on the date fixed in such notice of termination as if that were the date definitely fixed for the expiration of this Sublease, but the Minimum Rent and Additional Rent shall be apportioned and shall be paid up to and including the Alterations) Damage Date and any prepaid Minimum Rent or prepaid Additional Rent shall be damaged refunded to Subtenant. Section 15.06 No damages, compensation or claim shall be payable by Sublandlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Leaseback Space or of the Building, made in the manner required by this Article 15 hereof. Section 15.07 The provisions of this Article 15 shall be considered an express agreement governing any case of damage or destruction of the Building or the Leaseback Space by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord, the damage to the Premises, but excluding damage to the Alterations and Tenant’s Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area Section 227 of the part Real Property Law of the Premises which is not usable by Tenant (State of New York and not actually used by Tenant)any other law of like import now or hereafter in force providing for such contingency, bears to the total area of the Premises. Tenant shall cooperate with Landlord in connection with the making of such repairs, including without limitation, the making or settlement of any insurance claims. Landlord shall have no obligation application. Section 15.08 Subtenant shall, on an annual basis, report to repair Sublandlord the replacement value of the Leaseback Space for purposes of Sublandlord carrying the appropriate amount of insurance. If Subtenant fails to report (for any damage toyear) any increased value in the Leaseback Space, or Sublandlord shall only be responsible to replace, any Alterations or Tenant’s Property. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this Section. Anything contained herein restore the Leaseback Space to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion extent of the Initial Alterations, Landlord’s obligation insurance proceeds received by Sublandlord based on Subtenant's report to repair the Premises shall be limited to repair Sublandlord of the Premises to substantially the condition replacement value of the Premises on the Commencement Date with such modifications as shall be required in order to comply with RequirementsLeaseback Space.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations other than Specialty Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to LandlordLandlord and the damage, the damage with such modifications as shall be required in order to the Premises, but excluding damage to the Alterations and Tenant’s Property, comply with Requirements shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs which are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Rent, Office Space Factor and Accessory Space Factor (as applicable and taking into account which portion of the Premises is damage or rendered unusable and making adjustment for the fact that the Fixed Rent per rentable square foot is different with respect to the Office Premises and the Accessory Premises and that Tenant's Share has been calculated without taking into account the Accessory Premises) shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and is actually not actually used by Tenant), bears to the total area of the Premises immediately prior to such casualty (it being understood and agreed that Tenant's Share has been determined with respect to the Office Premises only and that Tenant is not obligated to pay Operating Payments or Tax Payments with respect to the Accessory Premises). Tenant shall cooperate with Landlord in connection with Upon the making substantial completion of such repairsrepairs (excluding Long Lead Work), including without limitation, the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s 's Property, which Tenant shall complete promptly after substantial completion of Landlord's repair obligations under this Article 10. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations unless, if Landlord's insurers shall require notice of the completion of such Alterations and the maintenance of adequate records in connection therewith, Tenant shall have notified Landlord of the completion of such Alterations and the cost thereof, and shall have maintained adequate records with respect to such Alterations. Tenant shall make all necessary repairs to the Specialty Alterations and same shall be completed promptly after substantial completion of Landlord's repair obligations under this Article 10. Landlord shall use its reasonable efforts to minimize interference with Tenant’s 's use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s 's obligation to repair the Premises (and any Alterations) shall be limited to repair of the Premises to substantially part of the condition of Building Systems serving the Premises on the Commencement Date Date, but not the distribution portions of such Building Systems located within the Premises, the floor and ceiling slabs of the Premises and the exterior walls of the Premises, all to substantially the same condition which existed on the Commencement Date, with such modifications as shall be required in order to comply with Requirements. (B) Prior to the substantial completion of Landlord's repair obligations set forth in Section 10.1(A) hereof, Landlord shall provide Tenant and Tenant's contractor, subcontractors and materialmen access to the Premises to perform Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof), on the following terms and conditions (but not to occupy the same for the conduct of business): (1) Tenant shall not commence work in any portion of the Premises until the date specified in a notice from Landlord to Tenant stating that the repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord's reasonable discretion, to permit the commencement of the Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof) then prudent to be performed in accordance with good construction practice in the portion of the Premises in question without interference with, and consistent with the performance of, the repairs remaining to be performed. (2) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, including, without limitation, Tenant's obligation to pay to Landlord the Electricity Additional Rent, the Electricity Fee and/or the Electricity Inclusion Charge, as the case may be, except that there shall be no obligation on the part of Tenant solely because of such access to pay any Fixed Rent or Escalation Rent with respect to the affected portion of the Premises for any period prior to substantial completion of the repairs. (3) It is expressly understood that if Landlord shall be delayed from substantially completing the repairs due to any acts of Tenant, its agents, servants, employees or contractors, including, without limitation, by reason of the performance of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), by reason of Tenant's failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with any of Tenant's obligations described or referred to in this Lease, or if such repairs are not completed because under good construction scheduling practice such repairs should be performed after completion of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), then such repairs shall be deemed substantially complete on the date when the repairs would have been substantially complete but for such delay and the expiration of the abatement of the Tenant's obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs occasioned by such delay shall be paid by Tenant to Landlord within ten (10) days after demand, as additional rent. Section 10.2. Anything contained in Section 10.1 hereof to the contrary notwithstanding, if the Building shall be so damaged by fire or other casualty that, in Landlord's opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then Landlord, at Landlord's option, may, not later than ninety (90) days following the damage, give Tenant a notice in writing terminating this Lease, provided that if the Premises are not substantially damaged or rendered substantially untenantable, Landlord may not terminate this Lease unless it shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building (excluding any rentable area occupied by Landlord or its Affiliates). If Landlord elects to terminate this Lease, the Term shall expire upon a date set by Landlord, but not sooner than the sixtieth (60th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. Upon the termination of this Lease under the conditions provided for in this Section 10.2, the Fixed Rent and Escalation Rent shall be apportioned and any prepaid portion of Fixed Rent and Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. (A) Within forty-five (45) days after notice to Landlord of any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant a statement prepared by a reputable contractor setting forth such contractor's estimate as to the time required to repair such damage, exclusive of time required to repair any Specialty Alterations (which are Tenant's obligation to repair) or to perform Long Lead Work. If the estimated time period exceeds twelve (12) months from the date of such statement, Tenant may elect to terminate this Lease by notice to Landlord not later than thirty (30) days following receipt of such statement. If Tenant makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. If Tenant shall not have elected to terminate this Lease pursuant to this Article 10 (or is not entitled to terminate this Lease pursuant to this Article 10), the damages shall be diligently repaired by and at the expense of Landlord as set forth in Section 10.1 hereof. (B) Notwithstanding the foregoing, if the Premises shall be substantially damaged during the last year of the Term, Landlord or Tenant may elect by notice, given within thirty (30) days after the occurrence of such damage, to terminate this Lease and if either party makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by such party and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. (C) Except as expressly set forth in this Section 10.3, Tenant shall have no other options to cancel this Lease under this Article 10. Section 10.4. This Article 10 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case. Section 10.5. The parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance, provided, however, that the release, discharge, exoneration and covenant not to xxx herein contained shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation provision. If either party shall be unable to obtain the inclusion of such clause even with the payment of an additional premium, then such party shall attempt to name the other party as an additional insured (but not a loss payee) under the policy. If the payment of an additional premium is required for naming the other party as an additional insured (but not a loss payee), each party shall advise the other of the amount of any such additional premium and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium or if it shall not be possible to have the other party named as an additional insured (but not loss payee), even with the payment of an additional premium, then (in either event) such party shall so notify the first party and the first party shall not have the obligation to name the other party as an additional insured. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant's Property or Specialty Alterations or any other Alteration prior to the completion of the Initial Alterations, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant's business.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) 8.01. If all or any portion of the Premises (including the Alterations) shall be damaged demised premises becomes untenantable by fire or other casualtycasualty to the demised premises (collectively a “Casualty”), and if Tenant shall give prompt notice thereof to Landlord, within 90 days following the damage occurrence of such Casualty, shall cause a reputable, independent general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to repair and restore the core and shell of the Building and any common areas of the Building necessary to provide access to the Premises, but excluding damage demised premises (“Completion Estimate”). If the Completion Estimate indicates that the core and shell or any common areas of the Building necessary to provide access to the Alterations and Tenant’s Property, shall demised premises cannot be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and made tenantable within 270 days from the date of the Casualty, then either party shall have the right to terminate this Lease upon written notice to the other within 30 days after receipt of the Completion Estimate. In addition, Landlord, by notice to Tenant within 75 days after the date of the Casualty, shall have the right to terminate this Lease if (i) the demised premises have been materially damaged and there is less than 18 months of the term of this Lease remaining on the date of the Casualty, or (ii) the Building shall be so damaged or destroyed (whether or not the demised premises are damaged or destroyed) that repair or restoration shall require the expenditure of more than 50% percent of the full insurable value of the Building (which, for purposes of this Section 8.01, shall mean replacement cost less the cost of footings, foundations and other structures below the street and first floors of the Building) immediately prior to the Casualty, provided, with respect to this clause (ii), Landlord shall terminate the leases of other office tenants of the Building covering at least 70% of the leased office space in the Building (including the demised premises). 8.02. If this Lease is not terminated as provided in Section 8.01, Landlord shall promptly and diligently, subject to delays caused by Force Majeure Events and insurance adjustment of up to an aggregate of 90 days, restore the core and shell of the Building and common areas of the Building necessary to provide access to the demised premises. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Legal Requirements or, subject to Section 4.04 of this Lease, any other modifications to such damage common areas deemed reasonably desirable by Landlord. In the event Landlord fails to repair and restore the core and shell of the Building and the common areas of the Building necessary to provide access to the demised premises to substantially the same condition that existed prior to the Casualty within the later of (i) 270 days following the Casualty or (ii) the date indicated in the Completion Estimate for the restoration of same (in the event neither party has elected to exercise the termination right provided in Section 8.01 above), in either case subject to delays caused by Force Majeure Events and insurance adjustment of up to an aggregate of 90 days (the “Restoration Period”), then Tenant shall have the right to terminate this Lease by written notice to Landlord within thirty (30) days following the expiration of the Restoration Period. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the Casualty or the repair thereof. During any period of time that all or a portion (other than a de minimis portion) of the demised premises is rendered Untenantable as a result of a Casualty, (i) until the date Landlord has substantially completed any restoration work it is required to perform as described herein, basic rent, Tax Payments, Operating Expense Payments, Cafeteria Rent and recurring chilled water and emergency generator charges shall xxxxx one (1) day for each day during such period for the portion of the demised premises that is Untenantable and not used by Tenant, and (ii) from the day immediately following the date on which the abatement described in subclause (i) above shall end until the earlier to occur of (x) the date upon which Tenant shall substantially complete the restoration of all Tenant Alterations working diligently and continuously in accordance with good construction practice, and (y) the date that is one hundred twenty (120) days after such repairs shall be substantially completed (of which following Landlord’s substantial completion Landlord shall promptly notify Tenant) the Fixed Rentof any restoration work it is required to perform as described herein, Escalation basic rent, Tax Payments, Operating Expense Payments, Cafeteria Rent and Space Factor recurring chilled water and emergency generator charges shall be reduced in xxxxx one-half (1/2) day for each day during such period for the proportion which the area portion of the part of the Premises which demised premises that is not usable by Tenant (Untenantable and not actually used by Tenant; provided, in the case of both clauses (i) and (ii), bears the entire demised premises shall be deemed Untenantable if the Portion of the demised premises containing Tenant’s data center(s) shall be damaged such that (1) Tenant shall not be reasonably capable of operating its business in any portion of the demised premises and (2) Tenant shall not in fact be occupying any portion of the demised premises. 8.03. Except as otherwise provided herein, no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the demised premises or of the Building, made in the manner required by this Article 8 hereof, and subject to the total area waiver of the Premisessubrogation provisions and mutual releases of Article 7 and Section 46.01, nothing contained in this Article 8 shall relieve Tenant from liability that may exist as a result of fire or other casualty. 8.04. Landlord shall not be obligated to carry any insurance on Tenant’s property or Tenant’s improvements and shall not be obligated to repair, replace or restore Tenant’s property or Tenant’s improvements. Tenant shall cooperate with Landlord in connection with the making of such repairs, including without limitation, the making or settlement look solely to its insurance for recovery of any insurance claims. Landlord shall have no obligation damage to repair any damage to, or to replace, any Alterations loss of Tenant’s property or Tenant’s Property. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s obligation to repair the Premises shall be limited to repair of the Premises to substantially the condition of the Premises on the Commencement Date with such modifications as shall be required in order to comply with Requirementsimprovements.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations other than ------------- Specialty Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord. The damage, the damage with such modifications as shall be required in order to the Premises, but excluding damage to the Alterations and Tenant’s Propertycomply with Requirements, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as and until the date which is the earlier to occur of (x) the date on which Tenant shall be required in order substantially complete its repair of Specialty Alterations and Tenant's Property pursuant to comply with Requirementsthis Section 10.1 (of which substantial completion Tenant shall promptly notify Landlord), and from (y) the date of such damage until one hundred twenty which is ten (12010) days after date on which Landlord shall notify Tenant that such repairs which are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and is actually not actually used by Tenant), bears to the total area of the PremisesPremises immediately prior to such casualty. Tenant shall cooperate with Landlord in connection with Upon the making substantial completion of such repairsrepairs (excluding Long Lead Work), including without limitation, the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s 's Property, which Tenant shall complete promptly after substantial completion of Landlord's repair obligations under this Article 10. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations unless Tenant shall have notified Landlord of the completion of such Alterations and the cost thereof, and shall have maintained adequate records with respect to such Alterations. Tenant shall make all necessary repairs to the Specialty Alterations which Tenant desires to maintain in the Premises and same shall be completed promptly after substantial completion of Landlord's repair obligations under this Article 10. Landlord shall use its reasonable efforts to minimize interference with Tenant’s 's use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s 's obligation to repair the Premises (and any Alterations) shall be limited to repair of the Premises to substantially part of the condition of Building Systems serving the Premises on the Commencement Date Date, but not the distribution portions of such Building Systems located within the Premises, the floor and ceiling slabs of the Premises and the exterior walls of the Premises, all to substantially the same condition which existed on the Commencement Date, with such modifications as shall be required in order to comply with Requirements.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) A. If the Premises (including the other than Alterations, Specialty Alterations and Tenant's Property) shall be damaged by fire or other casualty, and if Tenant shall give prompt promptly following the giving of notice thereof to Landlord, the damage to the Premises, but excluding (exclusive of damage to the Alterations, Specialty Alterations and and/or Tenant’s 's Property) shall, shall following completion of Landlord's insurance adjustment, be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from until the date earlier of such damage until one hundred twenty (120i) sixty (60) days after such repairs which are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant), (ii) the date Tenant substantially completes its work in the Premises after such casualty, or should have substantially completed such work by exercising due diligence after such casualty, and (iii) the date Tenant occupies the Premises for the conduct of its business after such casualty, (x) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the ratio between the area of the part of the Premises which is not usable by Tenant (and not actually used Tenant, as determined by Tenant)Landlord in its reasonable discretion, bears to the total area of the Premises immediately prior to such casualty, and (y) Tenant's Share shall be redetermined based upon the proportion in which the ratio between the rentable area of the Premises remaining after such casualty bears to the rentable area of the Building remaining after such casualty. In the event that Tenant is reasonably unable to conduct its business in the undamaged portion of the Premises or Tenant does not have reasonable access to the Premises, then Tenant may vacate the undamaged portion of the Premises and the Rental shall be totally abated until the damage has been repaired and/or Tenant once again Landlord's repair obligations have been substantially completed and Tenant has reasonable access to the Premises. Tenant shall cooperate with Landlord in connection with Upon the making substantial completion of such repairsrepairs (excluding Long Lead Work), including without limitation, the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Alterations, Specialty Alterations or Tenant’s 's Property. Landlord shall use its reasonable efforts to minimize interference with Tenant’s 's use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s 's obligation to repair the Premises (and any Alterations) shall be limited to repair of (w) the Premises to substantially part of the condition of Building Systems serving the Premises on the Commencement Date with Date, but not the distribution portions of such modifications as shall be required in order Building Systems located within the Premises, (x) the floor and ceiling slabs of the Premises, (y) the exterior walls of the Premises, and (z) the lavatories and other core areas, all to comply with Requirementssubstantially the same condition which existed on the Commencement Date.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations other than ------------- Specialty Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord, the damage damage, with such modifications as shall be required in order to the Premises, but excluding damage to the Alterations and Tenant’s Property, comply with Requirements shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs which are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent Rent, all additional rental and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and not actually used Tenant, as determined by Tenant)Landlord in its reasonable discretion, bears to the total area of the PremisesPremises immediately prior to such casualty. Tenant shall cooperate with Landlord in connection with Upon the making substantial completion of such repairsrepairs (excluding Long Lead Work), including without limitation, the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s 's Property, which Tenant shall complete promptly after substantial completion of Landlord's repair obligations under this Article 10. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations unless Tenant shall have notified Landlord of the completion of such Alterations and the cost thereof, and shall have maintained adequate records with respect to such Alterations. Tenant shall make all necessary repairs to the Specialty Alterations and same shall be completed promptly after substantial completion of Landlord's repair obligations under this Article 10. Landlord shall use its reasonable efforts to minimize interference with Tenant’s 's use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s 's obligation to repair the Premises (and any Alterations) shall be limited to repair of the Premises to substantially part of the condition of Building Systems serving the Premises on the Commencement Date Date, but not the distribution portions of such Building Systems located within the Premises, the floor and ceiling slabs of the Premises and the exterior walls of the Premises, all to substantially the same condition which existed on the Commencement Date, with such modifications as shall be required in order to comply with Requirements. (B) Prior to the substantial completion of Landlord's repair obligations set forth in Section 10.1 (A) hereof, Landlord shall provide Tenant and Tenant's contractor, subcontractors and materialmen access to the Premises to perform Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof), on the following terms and conditions (but not to occupy the same for the conduct of business): (1) Tenant shall not commence work in any portion of the Premises until the date specified in a notice from Landlord to Tenant stating that the repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord's discretion, to permit the commencement of the Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof) then prudent to be performed in accordance with good construction practice in the portion of the Premises in question without interference with, and consistent with the performance of, the repairs remaining to be performed. (2) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, including, without limitation, Tenant's obligation to pay to Landlord, the Electricity Inclusion Factor or, if applicable, the Electricity Additional Rent except that there shall be no obligation on the part of Tenant solely because of such access to pay any Fixed Rent or Escalation Rent with respect to the affected portion of the Premises for any period prior to substantial completion of the repairs. (3) It is expressly understood that if Landlord shall be delayed from substantially completing the repairs due to any acts of Tenant, its agents, servants, employees or contractors, including, without limitation, by reason of the performance of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), by reason of Tenant's failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with any of Tenant's obligations described or referred to in this Lease, or if such repairs are not completed because under good construction scheduling practice such repairs should be performed after completion of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), then such repairs shall be deemed substantially complete on the date when the repairs would have been substantially complete but for such delay and the expiration of the abatement of the Tenant's obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs occasioned by such delay shall be paid by Tenant to Landlord within ten (10) days after demand, as additional rent. Section 10.2. Anything contained in Section 10.1 hereof to the contrary ------------- notwithstanding, if the Building shall be so damaged by fire or other casualty that, in Landlord's opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then Landlord, at Landlord's option, may, not later than ninety (90) days following the damage, give Tenant a notice in writing terminating this Lease, provided that if the Premises are not substantially damaged or rendered substantially untenantable, Landlord may not terminate this Lease unless it shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building (excluding any rentable area occupied by Landlord or its Affiliates). If Landlord elects to terminate this Lease, the Term shall expire upon a date set by Landlord, but not sooner than the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. Upon the termination of this Lease under the conditions provided for in this Section 10.2, the Fixed Rent and Escalation Rent and additional rent shall be apportioned and any prepaid portion of Fixed Rent and Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. (A) Within forty-five (45) days after notice to Landlord of ------------- any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant a statement prepared by a reputable contractor setting forth such contractor's estimate as to the time required to repair such damage, exclusive of time required to repair any Specialty Alterations (which are Tenant's obligation to repair) or to perform Long Lead Work. If the estimated time period exceeds eighteen (18) months from the date of such statement, Tenant may elect to terminate this Lease by notice to Landlord not later than thirty (30) days following receipt of such statement. If Tenant makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. If Tenant shall not have elected to terminate this Lease pursuant to this Article 10 (or is not entitled to terminate this Lease pursuant to this Article 10), the damages shall be diligently repaired by and at the expense of Landlord as set forth in Section 10.1 hereof. (B) Notwithstanding the foregoing, if the Premises shall be substantially damaged during the last year of the Term, Landlord may elect by notice, given within thirty (30) days after the occurrence of such damage, to terminate this Lease and if Landlord makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Landlord and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. (C) Except as expressly set forth in this Section 10.3, Tenant shall have no other options to cancel this Lease under this Article 10. Section 10.4. This Article 10 constitutes an express agreement governing ------------- any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case. Section 10.5. The parties hereto shall procure an appropriate clause in, ------------- or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance, provided, however, that the release, discharge, exoneration and covenant not to xxx herein contained shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation provision. If either party shall be unable to obtain the inclusion of such clause even with the payment of an additional premium, then such party shall attempt to name the other party as an additional insured (but not a loss payee) under the policy. If the payment of an additional premium is required for naming the other party as an additional insured (but not a loss payee), each party shall advise the other of the amount of any such additional premium and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium or if it shall not be possible to have the other party named as an additional insured (but not loss payee), even with the payment of an additional premium, then (in either event) such party shall so notify the first party and the first party shall not have the obligation to name the other party as an additional insured. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant's Property or Specialty Alterations or any other Alteration prior to the completion of the Initial Alterations, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant's business.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (Aa) If the Premises (including Alterations, but only to the Alterations) extent provided for in Section 10.7), shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord, the damage to the Premises, but excluding damage to the Alterations and Tenant’s Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs which are required to be performed by Landlord shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) (i) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the ratio between the area of the part of the Premises which is not usable by Tenant (and not actually used by Tenant), bears to the total area of the Premises. Premises immediately prior to such casualty, and (ii) Tenant's Operating Share and Tenant's Tax Share shall be redetermined based upon the ratio which the rentable area of the Premises remaining after such casualty bears to the rentable area of the Building remaining after such casualty; provided, however, that if fifty percent (50 %) or more of any entire floor within the Premises shall be wholly untenantable such that Tenant shall cooperate with Landlord in connection with the making of such repairsor any Person claiming by, including without limitationthrough or under Tenant may not reasonably occupy, and is unable to conduct its usual and customary business in, the making remainder of the floor and Tenant and all Persons claiming by, through or settlement under Tenant in fact do not occupy, and do not conduct their usual and customary business in, the remainder of any insurance claimsthe floor, then the entire floor shall, for purposes of this Section 10.1, be considered untenantable and the adjustments provided for in clauses (i) and (ii) above shall be effected accordingly. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations (other than Specially Alterations which were part of Tenant's Initial Alterations) or any of Tenant’s 's Property. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations unless Tenant shall have theretofore notified Landlord of the completion of such Alterations and the cost thereof, and shall have maintained adequate records with respect to such Alterations, it being the intention of the parties that Tenant shall cause its contractors, subcontractors or mechanics to obtain and maintain in full force and effect so-called "builder's risk" insurance which shall cover the costs to repair or to replace any such Alterations. Landlord shall use its reasonable efforts to minimize interference with Tenant’s 's use and occupancy in making any repairs pursuant to this SectionSection 1O.1(a). No damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises or of the Building pursuant to this Article 10. Landlord shall use its best efforts to effect such repair or restoration promptly and in such manner as not unreasonably to interfere with Tenant's use and occupancy. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Tenant's Initial Alterations, Landlord’s 's obligation to repair the Premises (and any Alterations) shall be limited to repair of (w) the Premises to substantially part of the condition of Building Systems serving the Premises on the Commencement Date Date, but not the distribution portions of such Building Systems located within the Premises, (x) the floor and ceiling slabs of the Premises, (y) the exterior walls of the Premises, and (z) to the extent not included in the foregoing, those items constituting Landlord's Work, all to substantially the same condition which existed on the Commencement Date, it being the intention of the parties that Tenant shall cause its contractors, subcontractors or mechanics to obtain and maintain in full force and effect so-called "builder's risk" insurance which shall cover the costs to repair or to replace Tenant's Initial Alterations until notice to Landlord of the completion thereof. (b) Prior to the substantial completion of Landlord's repair obligations set forth in Section 10.1(a) hereof, Landlord shall provide Tenant and Tenant's contractor, subcontractors and mechanics access to the Premises to perform repairs which Landlord is not obligated to perform (but not to occupy the same for the conduct of business), on the following terms and conditions: (i) Tenant shall not commence work in any portion of the Premises until the date specified in a notice from Landlord to Tenant stating that the repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord's discretion, to permit the commencement of the repairs which Landlord is not obligated to perform (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof) then prudent to be performed in accordance with such modifications as good construction practice in the portion of the Premises in question without material interference with, and consistent with the performance of, the repairs remaining to be performed by Landlord. (ii) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease. (iii) If Landlord shall be prevented from substantially completing the repairs it is required in order to perform under this Article 10 due to any acts of, or work by, Tenant, its agents, servants, employees or contractors, by reason of Tenant's failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with Requirementsany of Tenant's obligations described or referred to in this Lease, in either event within such reasonable time as may be specified for that purpose in a written notice to Tenant, or if such repairs are not completed because under good construction scheduling practice such repairs should be performed after completion of any work Tenant is obligated to perform, then such repairs shall be deemed substantially complete on the date when the repairs would have been substantially completed but for such delay and the expiration of the abatement of the Tenant's obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs occasioned by such delay shall be paid by Tenant to Landlord as additional rent within ten (10) days after demand, which demand shall be accompanied by reasonably detailed statement describing such additional costs. (c) If any casualty damage to the Premises occurs during the period prior to the Rent Commencement Date, other than casualty damage caused by or resulting from neglect or improper conduct of Tenant, Tenant's agents, employees, contractors, subcontractors, mechanics, subtenants, invitees or licensees, the Rent Commencement Date shall be delayed by a period equal to the period it shall take Landlord (or in the case of work by Tenant, the period it would take, acting with diligence and continuity) to restore the Premises to their condition immediately prior to the occurrence of such casualty. Section 10.2 Anything contained in Section 10.1 hereof to the contrary notwithstanding, if (a) all or substantially all of the Building or the Premises shall be damaged or destroyed by fire or other casualty, or (b) the Building shall be so damaged or destroyed by fire or other casualty (whether or not the Premises have been so damaged or destroyed) as to require a reasonably estimated expenditure for the repair or restoration thereof of more than forty percent (40%) of the full insurable value of the Building immediately prior to the casualty, then, in either of such events, Landlord, at Landlord's option, may, if a similar notice of termination is given to all other tenants of the Building, not later than ninety (90) days following the damage, give Tenant a notice in writing terminating this Lease. If Landlord elects to terminate this Lease, the Term shall expire upon a date set by Landlord in such notice, but not sooner than the tenth (10th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. Upon the termination of this Lease under the conditions provided for in this Section 10.2, the Fixed Rent and Escalation Rent shall be apportioned and any prepaid portion of Fixed Rent and Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. Except as expressly set forth in this Section 10.2, and in Section 10.3, Landlord shall have no options to terminate this Lease under this Article 10. (a) Within forty-five (45) days after notice to Landlord of any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant a statement prepared by a reputable contractor setting forth such contractor's estimate as to the time required to repair such damage, exclusive of time required to repair any items which are Tenant's obligation to repair. If the estimated time period exceeds nine and two-thirds (9 2/3) months from the date of such statement, Tenant may elect to terminate this Lease by notice to Landlord not later than twenty (20) days following receipt of such statement. If Tenant makes such election, the Term shall expire upon the later of the twentieth (20th) day after notice of such election is given by Tenant, and the date that Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. If Tenant shall not terminate this Lease pursuant to this Article 10 (or is not entitled to terminate this Lease pursuant to this Article 10), the damage shall be diligently repaired by and at the expense of Landlord as set forth in Section 10.1 hereof. Except as expressly set forth in this Section 10.3, Tenant shall have no options to terminate this Lease under this Article 10. (b) If the Premises shall be substantially damaged during the last two (2) years of the Term, Landlord and Tenant shall each have the right to elect by notice, given within thirty (30) days after the occurrence of such damage, to terminate this Lease and if either makes such election, the Term shall expire upon the later of the thirtieth (30th) day after notice of such election is given and the date that Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (Aa) If Except as otherwise provided herein, if the Premises (including the Alterations) or any buildings or improvements thereon shall be damaged or rendered untenable by fire or other casualty, and if Tenant shall give prompt notice thereof restore them to Landlord, the damage to the Premises, but excluding damage to the Alterations and Tenant’s Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to such fire or casualty, and make them tenable as soon as possible, but only to the damageextent of the insurance proceeds received by Tenant, with such modifications as and rent shall be required equitably abated, in order whole or in part, during the period of untenablility to comply with Requirements, the extent and from during the date of such damage until one hundred twenty (120) days after such repairs shall be substantially completed (of which substantial completion Landlord shall promptly notify time Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part ’s use of the Premises which is not usable adversely affected. All such restoration shall be performed using contractors approved in advance by Tenant Landlord, in Landlord’s reasonable discretion. (and not actually used by Tenant), bears to the total area of the Premises. Tenant shall cooperate with Landlord in connection with the making of such repairs, including without limitation, the making or settlement of any insurance claims. Landlord shall have no obligation to repair any damage to, or to replace, any Alterations or Tenant’s Property. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if b) In case the Premises (including any Alterations) are shall be so damaged by fire or other casualty at during the initial term or any time prior renewal term that demolition is required, and the Township of Vevay or other governmental body, prohibits reconstruction, or in the event of the proceeds of insurance received by Tenant are inadequate to complete such restoration and Landlord is unwilling or unable to fund the cost of such restoration in excess of the insurance proceeds received by Tenant, then in any of such events, Tenant may terminate this Lease by notifying the Landlord of such termination within sixty (60) days after the date of such damage or notice of such prohibition. In the event of such a termination, Landlord shall be entitled to all insurance proceeds received by Tenant with respect to the completion Premises, excluding proceeds received by Tenant for Tenant’s trade fixtures, equipment, personal property, or loss of business. (c) Tenant shall promptly notify Landlord of the Initial Alterations, Landlord’s obligation to repair occurrence of a fire or other casualty at the Premises shall be limited to repair of the Premises to substantially the condition of the Premises on the Commencement Date with such modifications as shall be required in order to comply with RequirementsPremises.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations other than Specialty Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord, the damage damage, with such modifications as shall be required in order to the Premises, but excluding damage to the Alterations and Tenant’s Property, comply with Requirements shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs which are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent Rent, all additional rental and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and not actually used Tenant, as determined by Tenant)Landlord in its reasonable discretion, bears to the total area of the PremisesPremises immediately prior to such casualty. Tenant shall cooperate with Landlord in connection with Upon the making substantial completion of such repairsrepairs (excluding Long Lead Work), including without limitation, the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s 's Property, which Tenant shall complete promptly after substantial completion of Landlord's repair obligations under this Article 10. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations unless Tenant shall have notified Landlord of the completion of such Alterations and the cost thereof, and shall have maintained adequate records with respect to such Alterations. Tenant shall make all necessary repairs to the Specialty Alterations and same shall be completed promptly after substantial completion of Landlord's repair obligations under this Article 10. Landlord shall use its reasonable efforts to minimize interference with Tenant’s 's use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s 's obligation to repair the Premises (and any Alterations) shall be limited to repair of the Premises to substantially part of the condition of Building Systems serving the Premises on the Commencement Date Date, but not the distribution portions of such Building Systems located within the Premises, the floor and ceiling slabs of the Premises and the exterior walls of the Premises, all to substantially the same condition which existed on the Commencement Date, with such modifications as shall be required in order to comply with Requirements. (B) Prior to the substantial completion of Landlord's repair obligations set forth in Section 10.1 (A) hereof, Landlord shall provide Tenant and Tenant's contractor, subcontractors and materialmen access to the Premises to perform Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof), on the following terms and conditions (but not to occupy the same for the conduct of business): (1) Tenant shall not commence work in any portion of the Premises until the date specified in a notice from Landlord to Tenant stating that the repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord's discretion, to permit the commencement of the Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof) then prudent to be performed in accordance with good construction practice in the portion of the Premises in question without interference with, and consistent with the performance of, the repairs remaining to be performed. (2) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, including, without limitation, Tenant's obligation to pay to Landlord, the Electricity Inclusion Factor or, if applicable, the Electricity Additional Rent except that there shall be no obligation on the part of Tenant solely because of such access to pay any Fixed Rent or Escalation Rent with respect to the affected portion of the Premises for any period prior to substantial completion of the repairs. (3) It is expressly understood that if Landlord shall be delayed from substantially completing the repairs due to any acts of Tenant, its agents, servants, employees or contractors, including, without limitation, by reason of the performance of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), by reason of Tenant's failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with any of Tenant's obligations described or referred to in this Lease, or if such repairs are not completed because under good construction scheduling practice such repairs should be performed after completion of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), then such repairs shall be deemed substantially complete on the date when the repairs would have been substantially complete but for such delay and the expiration of the abatement of the Tenant's obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs occasioned by such delay shall be paid by Tenant to Landlord within ten (10) days after demand, as additional rent. SECTION 10.2. Anything contained in Section 10.1 hereof to the contrary notwithstanding, if the Building shall be so damaged by fire or other casualty that, in Landlord's opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then Landlord, at Landlord's option, may, not later than ninety (90) days following the damage, give Tenant a notice in writing terminating this Lease, provided that if the Premises are not substantially damaged or rendered substantially untenantable, Landlord may not terminate this Lease unless it shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building (excluding any rentable area occupied by Landlord or its Affiliates). If Landlord elects to terminate this Lease, the Term shall expire upon a date set by Landlord, but not sooner than the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. Upon the termination of this Lease under the conditions provided for in this Section 10.2, the Fixed Rent and Escalation Rent and additional rent shall be apportioned and any prepaid portion of Fixed Rent and Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. (A) Within forty-five (45) days after notice to Landlord of any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant a statement prepared by a reputable contractor setting forth such contractor's estimate as to the time required to repair such damage, exclusive of time required to repair any Specialty Alterations (which are Tenant's obligation to repair) or to perform Long Lead Work. If the estimated time period exceeds eighteen (18) months from the date of such statement, Tenant may elect to terminate this Lease by notice to Landlord not later than thirty (30) days following receipt of such statement. If Tenant makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. If Tenant shall not have elected to terminate this Lease pursuant to this Article 10 (or is not entitled to terminate this Lease pursuant to this Article 10), the damages shall be diligently repaired by and at the expense of Landlord as set forth in Section 10.1 hereof. (B) Notwithstanding the foregoing, if the Premises shall be substantially damaged during the last year of the Term, Landlord may elect by notice, given within thirty (30) days after the occurrence of such damage, to terminate this Lease and if Landlord makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Landlord and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. (C) Except as expressly set forth in this Section 10.3, Tenant shall have no other options to cancel this Lease under this Article 10. SECTION 10.4. This Article 10 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case. SECTION 10.5. The parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance, provided, however, that the release, discharge, exoneration and covenant not to xxx herein contained shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation provision. If either party shall be unable to obtain the inclusion of such clause even with the payment of an additional premium, then such party shall attempt to name the other party as an additional insured (but not a loss payee) under the policy. If the payment of an additional premium is required for naming the other party as an additional insured (but not a loss payee), each party shall advise the other of the amount of any such additional premium and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium or if it shall not be possible to have the other party named as an additional insured (but not loss payee), even with the payment of an additional premium, then (in either event) such party shall so notify the first party and the first party shall not have the obligation to name the other party as an additional insured. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant's Property or Specialty Alterations or any other Alteration prior to the completion of the Initial Alterations, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant's business.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (Aa) If the Premises (including the Alterations) Building shall be partially damaged or destroyed, or if the demised premises shall be partially damaged or destroyed, by fire fire, casualty or other cause, then whether or not the damage or destruction shall have resulted from the fault or neglect of Tenant, or its servants, employees, agents, visitors or licensees (and if this Lease shall not have been cancelled as in this Article hereinafter provided), Landlord will promptly and with due diligence and continuity repair the damage, and restore, replace, and rebuild the Building and the demises premises at its expense after notice to it of the damage or destruction; provided, however, that Landlord shall not be required to repair or replace any of Tenant's Property, which repairs or replacements to Tenant's Property shall be made by Tenant, at its own expense and subject to the provisions of this Lease. If the demised premises shall be partially damaged or partially destroyed, the basic annual rent and additional rent payable hereunder shall be proportionately abated (on a per square foot basis) to the extent that the demised premises shall have been rendered untenantable or unfit for the conduct of Tenant's business in substantially the manner in which such business was being conducted immediately prior to such casualty, and if Tenant shall give prompt notice thereof to Landlorddoes not occupy such damaged or destroyed part of the demised premises for the conduct of business, for the damage to the Premises, but excluding damage to the Alterations and Tenant’s Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and period from the date of such damage or destruction to the date that the damage shall be repaired or restored. If the demised premises or a major part thereof shall be totally, or substantially totally, damaged or destroyed or rendered completely, or substantially completely, untenantable or unfit for the conduct of Tenant's business in substantially the manner in which such business was being conducted immediately prior to such fire, casualty or other cause and on account of such fire, casualty or other cause, the basic annual rent and additional rent shall completely xxxxx as of the date of the damage or destruction until Landlord shall repair, restore, replace and rebuild the demised premises as provided in the first sentence of this Section 8.01(a); provided, however, that, should Tenant reoccupy a portion of the demised premises for the purpose of conducting business during the period the restoration work is taking place either pursuant to this Section 8.01(a) or Section 8.01(b) and prior to the date when the same is made completely tenantable, basic annual rent and additional rent shall be apportioned and be payable by Tenant in proportion to the part of the demised premises occupied by it. (b) Within sixty (60) days after total or substantially total damage or destruction to the demised premises or a major part thereof, Landlord shall deliver to Tenant a statement prepared by a reputable contractor or architect setting forth such party's estimate of the time required to repair such damage. If the estimated period exceeds twelve (12) months from the date of the fire, casualty or other cause, Tenant may elect to terminate this Lease by notice to Landlord not later than sixty (60) days following receipt of such statement. Such architect's estimates shall not assume the use by Landlord of any overtime labor unless Landlord agrees to employ same. If Tenant shall reasonably dispute whether the restoration may or may not be completed by Landlord within twelve (12) months from the date of the casualty, the determination of whether the restoration may or may not be completed within said period of twelve (12) months shall be determined by an independent architect reasonably acceptable to both parties or otherwise selected as hereinafter provided, and the sixty (60) day period for giving of a notice of termination shall commence upon the receipt by Landlord and Tenant of such architect's estimate of such rebuilding time. If Landlord and Tenant shall fail to agree on a single architect to make such determination within sixty (60) business days after Tenant's receipt of Landlord's estimate, then either party may apply to the Real Estate Board of New York (or, following its failure to appoint such architect, the American Arbitration Association or its successor) for appointment of such architect. The determination of the architect selected as aforesaid shall be binding and conclusive on the parties hereto and judgment may be entered thereon. 8.02. In case the Building or the demised premises shall be substantially damaged or destroyed by fire or other cause at any time during the last two (2) years of the then term of this Lease then either Landlord or Tenant may cancel this Lease and the term hereby granted upon written notice to the other party hereto given within sixty (60) days after such damage or destruction; provided, that neither Landlord nor Tenant shall have the right to cancel this Lease if, prior to such damage or destruction, Tenant shall have delivered to Landlord notice (an "Extension Notice") of its irrevocable election to thereafter extend this Lease pursuant to Section 41.01 hereof, in which event neither Landlord nor Tenant may elect to terminate this Lease with respect to any portions of the demised premises which is the subject of such extension other than on the basis set forth in Section 8.01(b) of this Lease. 8.03. If the Building shall be so damaged that Landlord shall decide to demolish or not to rebuild it, then in any of such events Landlord shall, within one hundred twenty (120) days after such repairs fire, casualty or other cause, give Tenant a notice in writing of such decision, and thereupon the term of this Lease shall be substantially completed expire by lapse of time upon the thirtieth (of which substantial completion Landlord shall promptly notify Tenant30th) the Fixed Rentday after such notice is given, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and not actually used by Tenant), bears to the total area of the Premises. Tenant shall cooperate with Landlord in connection with vacate the making of such repairs, including without limitation, demised premises and surrender the making or settlement of any insurance claims. Landlord shall have no obligation same to repair any damage to, or to replace, any Alterations or Tenant’s Property. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s obligation to repair the Premises shall be limited to repair of the Premises to substantially the condition of the Premises on the Commencement Date with such modifications as shall be required in order to comply with Requirements.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) 8.01. If the Premises (including the Alterations) Building shall be partially damaged or destroyed or if the demised premises shall be partially or totally damaged or destroyed by fire fire, casualty or other casualtycause, then, whether or not the damage or destruction shall have resulted from the fault or neglect of Tenant, or its servants, employees, agents, visitors or licensees (and if Tenant this Lease shall give prompt notice thereof to Landlordnot have been cancelled as in this article hereinafter provided), the damage to the Premises, but excluding damage to the Alterations and Tenant’s Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to will repair the damage, and restore, replace, and rebuild the Building and the demised premises at its expense, with such modifications as reasonable dispatch and continuity after notice to it of the damage or destruction; provided, however, that Landlord shall not be required to repair or replace any installation made by Tenant. If the demised premises shall be required in order partially damaged or partially destroyed, the rent and additional rent payable hereunder shall be abated to comply with Requirements, the extent that the demised premises shall have been rendered untenantable or unfit for Tenant's use and Tenant does not occupy such damaged or destroyed part of the premises on other than an emergency basis for the period from the date of such damage or destruction to the date that the damage shall be repaired or restored. If the demised premises or a major part thereof shall be totally, or substantially totally, damaged or destroyed or rendered completely, or substantially completely, untenantable on account of fire, casualty or other cause, the rent and additional rent shall completely xxxxx as of the date of the damage or destruction and until Landlord shall repair, restore, replace and rebuild the demised premises (subject to Landlord's right to elect not to restore the same as hereinafter provided); provided, however, that should Tenant reoccupy a portion of the demised premises for the purpose of conducting business during the period the restoration work is taking place and prior to the date that the same is made completely tenantable, rent and additional rent shall be apportioned and payable by Tenant in proportion to the part of the demised premises occupied by it. Nevertheless, in case of any substantial damage or destruction to the demised premises, Tenant, in addition to and without waiver of any other rights or remedies available to it, may cancel this Lease by written notice to Landlord, if (i) within 60 days from the date of the damage or destruction, Landlord does not file a proof of loss with its insurer; (ii) within 90 days of the date of damage or destruction Landlord does not let a contract or contracts which shall provide for the complete restoration of the demised premises within a period of two years from the date of the damage or destruction; (iii) work under such contract or contracts has not commenced within 120 days of the date of said damage or destruction; or (iv) said work is not prosecuted with reasonable diligence to its completion; provided that Tenant shall not be entitled to cancel this Lease pursuant to this sentence more than thirty (30) days after Landlord shall have given written notice to Tenant that the state of facts specified in clause (i), (ii) or (iii) of this sentence, as the case may be, has occurred. The period for the commencement or completion of the required repairs and restoration work shall be extended by the number of days lost (not to exceed, however, one hundred twenty year) in the event such loss results from strike, act of God, war, governmental action, national or state or municipal emergency, or any cause beyond the reasonable control of Landlord. 8.02. In case the Building or the demised premises shall be substantially damaged or destroyed by fire or other cause at any time during the last two years of the term of this Lease, then Landlord may cancel this Lease upon written notice to Tenant given within ninety (12090) days after such repairs damage or destruction. 8.03. If the Building shall be substantially completed (so damaged at any time during the term of which substantial completion this Lease that Landlord shall promptly notify Tenantdecide to demolish it or to rebuild it, then in either of such events, Landlord may, within ninety (90) days after such fire or other casualty, elect to cancel this Lease by giving Tenant a notice in writing of such decision, and thereupon the Fixed Rentterm of this Lease shall expire by lapse of time upon the thirtieth day after such notice is given, Escalation Rent and Space Factor Tenant shall vacate the demised premises and surrender the same to Landlord. 8.04. In the event of the termination of this Lease pursuant to the provisions of this Article, this Lease shall expire as fully and completely on the date fixed in such notice of termination as if that were the date definitely fixed for the expiration of this Lease, but the rent and additional rent shall be reduced in apportioned and shall be paid up to and including the proportion which the area date of such damage or destruction, and any prepaid rent or prepaid additional rent shall be refunded to Tenant. 8.05. No damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the part demised premises or of the Premises which is not usable by Tenant (and not actually used by Tenant), bears to the total area Building. 8.06. The provisions of this Article shall be considered an express agreement governing any case of damage or destruction of the Premises. Tenant shall cooperate with Landlord in connection with Building or the making of such repairs, including without limitation, the making or settlement of any insurance claims. Landlord shall have no obligation to repair any damage to, or to replace, any Alterations or Tenant’s Property. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged demised premises by fire or other casualty at any time prior to the completion and Section 227 of the Initial Alterations, Landlord’s obligation to repair the Premises shall be limited to repair Real Property Law of the Premises to substantially the condition State of the Premises on the Commencement Date with New York, and any other law of like import now or hereafter in force providing for such modifications as contingency shall be required in order to comply with Requirementshave no application.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (Aa) If the Premises (including the Alterations) Building shall be partially damaged or destroyed, or if the demised premises shall be partially damaged or destroyed, by fire fire, casualty or other cause, then whether or not the damage or destruction shall have resulted from the fault or neglect of Tenant, or its servants, employees, agents, visitors or licensees (and if this Lease shall not have been cancelled as in this Article hereinafter provided), Landlord will promptly and with due diligence and continuity repair the damage, and restore, replace, and rebuild the Building and the demised premises at its expense after notice to it of the damage or destruction; provided, however, that Landlord shall not be required to repair or replace any of Tenant's Property, which repairs or replacements to Tenant's Property shall be made by Tenant, at its own expense and subject to the provisions of this Lease. If the demised premises shall be partially damaged or partially destroyed, the basic annual rent and additional rent (but not the Special Additional Rent, which shall continue to be paid by Tenant) payable hereunder shall be proportionately abated (on a per square foot basis, and taking into account the different basic annual rent per square foot for the various portions of the demised premises) to the extent that the demised premises shall have been rendered untenantable or unfit for the conduct of Tenant's business in substantially the manner in which such business was being conducted immediately prior to such casualty, and if Tenant shall give prompt notice thereof to Landlorddoes not occupy such damaged or destroyed part of the demised premises for the conduct of business, for the damage to the Premises, but excluding damage to the Alterations and Tenant’s Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and period from the date of such damage or destruction to the date that the damage shall be repaired or restored. If the demised premises or a major part thereof shall be totally, or substantially totally, damaged or destroyed or rendered completely, or substantially completely, untenantable or unfit for the conduct of Tenant's business in substantially the manner in which such business was being conducted immediately prior to such fire, casualty or other cause and on account of such fire, casualty or other cause, the basic annual rent and additional rent (but not the Special Additional Rent, which shall continue to be paid by Tenant) shall completely xxxxx as of the date of the damage or destruction until Landlord shall repair, restore, replace and rebuild the demised premises as provided in the first sentence of this Section 8.01(a); provided, however, that, should Tenant reoccupy a portion of the demised premises for the purpose of conducting business during the period the restoration work is taking place either pursuant to this Section 8.01(a) or Section 8.01(b) and prior to the date when the same is made completely tenantable, basic annual rent and additional rent (but not the Special Additional Rent which shall continue to be paid by Tenant) shall be apportioned and be payable by Tenant in proportion to the part of the demised premises occupied by it. (b) Within sixty (60) days after total or substantially total damage or destruction to the demised premises or a major part thereof, Landlord shall deliver to Tenant a statement prepared by a reputable contractor or architect setting forth such party's estimate of the time required to repair such damage. If the estimated period exceeds thirty-six (36) months from the date of the fire, casualty or other cause, Tenant may elect to terminate this Lease by notice to Landlord not later than sixty (60) days following receipt of such statement. Such architect's estimates shall not assume the use by Landlord of any overtime labor unless Landlord agrees to employ same. If Tenant shall reasonably dispute whether the restoration may or may not be completed by Landlord within thirty-six (36) months from the date of the casualty, the determination of whether the restoration may or may not be completed within said period of thirty-six (36) months shall be determined by an independent architect reasonably acceptable to both parties or otherwise selected as hereinafter provided, and the sixty (60) day period for giving of a notice of termination shall commence upon the receipt by Landlord and Tenant of such architect's estimate of such rebuilding time. If Landlord and Tenant shall fail to agree on a single architect to make such determination within sixty (60) business days after Tenant's receipt of Landlord's estimate, then either party may apply to the Real Estate Board of New York (or, following its failure to appoint such architect, the American Arbitration Association or its successor) for appointment of such architect. The determination of the architect selected as aforesaid shall be binding and conclusive on the parties hereto and judgment may be entered thereon. 8.02. In case the Building or the demised premises shall be substantially damaged or destroyed by fire or other cause at any time during the last two (2) years of the then term of this Lease then either Landlord or Tenant may cancel this Lease and the term hereby granted upon written notice to the other party hereto given within sixty (60) days after such damage or destruction; provided, that neither Landlord nor Tenant shall have the right to cancel this Lease if, prior to such damage or destruction, Tenant shall have delivered to Landlord notice (an "Extension Notice") of its irrevocable election to thereafter extend this Lease pursuant to Section 41.04 hereof, in which event neither Landlord nor Tenant may elect to terminate this Lease with respect to any portions of the demised premises which is the subject of such extension other than on the basis set forth in Section 8.01(b) of this Lease. 8.03. If the Building shall be so damaged that Landlord shall decide to demolish or not to rebuild it, then in any of such events Landlord shall, within one hundred twenty (120) days after such repairs fire, casualty or other cause, give Tenant a notice in writing of such decision, and thereupon the term of this Lease shall expire by lapse of time upon the thirtieth (30th) day after such notice is given, and Tenant shall vacate the demised premises and surrender the same to Landlord. 8.04. In the event of the termination of this Lease pursuant to the provisions of this Article, this Lease shall expire as fully and completely on the date fixed in such notice of termination as if that were the date definitely fixed for the expiration of this Lease, but the basic annual rent, additional rent and Special Additional Rent shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent apportioned and Space Factor shall be reduced paid up to and including the date of such damage or destruction, any prepaid basic annual rent or prepaid additional rent shall be refunded to Tenant, and the Special Additional Rent Payment, as such term is hereinafter defined, shall be payable by Tenant to Landlord. 8.05. No damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the demised premises or of the Building, made in the proportion which the area manner required by Article 8 hereof. 8.06. The provisions of this Article 8 shall be considered an express agreement governing any case of damage or destruction of the part of Building or the Premises which is not usable by Tenant (and not actually used by Tenant), bears to the total area of the Premises. Tenant shall cooperate with Landlord in connection with the making of such repairs, including without limitation, the making or settlement of any insurance claims. Landlord shall have no obligation to repair any damage to, or to replace, any Alterations or Tenant’s Property. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged demised premises by fire or other casualty at any time prior to the completion casualty, and Section 227 of the Initial Alterations, Landlord’s obligation to repair the Premises shall be limited to repair Real Property Law of the Premises to substantially the condition State of the Premises on the Commencement Date with New York and any other law of like import now or hereafter in force providing for such modifications as contingency, shall be required in order to comply with Requirementshave no application.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations other than Specialty Alterations) shall be damaged by fire or other casualty, and if Tenant shall give reasonably prompt notice thereof to Landlord, the damage damage, with such modifications as shall be required in order to the Premises, but excluding damage to the Alterations and Tenant’s Property, comply with Requirements shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs which are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (Tenant, and is actually not actually used by Tenant), Tenant bears to the total area of the PremisesPremises immediately prior to such casualty. Tenant shall cooperate with Landlord in connection with Upon the making substantial completion of such repairsrepairs (excluding Long Lead Work), including without limitation, the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s 's Property, which Tenant shall complete promptly after substantial completion of Landlord's repair obligations under this Article 10. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations unless, if Landlord's insurers shall 26 required notice of the completion of such Alterations and the maintenance of adequate records in connection therewith (of which requirement Landlord shall advise Tenant promptly after request therefor), Tenant shall have notified Landlord of the completion of such Alterations and the cost thereof, and shall have maintained adequate records with respect to such Alterations. Tenant shall make all necessary repairs to the Specialty Alterations and same shall be completed promptly after substantial completion of Landlord's repair obligations under this Article 10. Landlord shall use its reasonable efforts to minimize interference with Tenant’s 's use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s 's obligation to repair the Premises (and any Alterations) shall be limited to repair of the Premises to substantially part of the condition of Building Systems serving the Premises on the Commencement Date Date, but not the distribution portions of such Building Systems located within the Premises, the floor and ceiling slabs of the Premises and the exterior walls of the Premises, all to substantially the same condition which existed on the Commencement Date, with such modifications as shall be required in order to comply with Requirements. (B) Prior to the substantial completion of Landlord's repair obligations set forth in Section 10.1 (A) hereof, Landlord shall provide Tenant and Tenant's contractor, subcontractors and materialmen access to the Premises to perform Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof), on the following terms and conditions (but not to occupy the same for the conduct of business): (1) Tenant shall not commence work in any portion of the Premises until the date specified in a notice from Landlord to Tenant stating that the repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord's discretion, to permit the commencement of the Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof) then prudent to be performed in accordance with good construction practice in the portion of the Premises in question without interference with, and consistent with the performance of, the repairs remaining to be performed. (2) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, including, without limitation, Tenant's obligation to pay to Landlord fifty percent (50%) of the Electricity Additional Rent, the Electricity Fee or the Electricity Inclusion Charge, as the case may be, except that there shall be no obligation on the part of Tenant solely because of such access to pay any Fixed Rent or Escalation Rent with respect to the affected portion of the Premises for any period prior to substantial completion of the repairs. (3) It is expressly understood that if Landlord shall be delayed from substantially completing the repairs due to any acts of Tenant, its agents, servants, employees or contractors, including, without limitation, by reason of the performance of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same 27 pursuant to the provisions hereof), by reason of Tenant's failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with any of Tenant's obligations described or referred to in this Lease, or if such repairs are not completed because under good construction scheduling practice such repairs should be performed after completion of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), then such repairs shall be deemed substantially complete on the date when the repairs would have been substantially complete but for such delay and the expiration of the abatement of the Tenant's obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs occasioned by such delay shall be paid by Tenant, as additional rent, to Landlord within ten (10) days after demand therefor provided Landlord shall have delivered the appropriate bills, invoices, receipts and other backup documentation relating thereto. Section 10.2. Anything contained in Section 10.1 hereof to the contrary notwithstanding, if the Building shall be so damaged by fire or other casualty that, in Landlord's good faith opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then Landlord, at Landlord's option, may, not later than ninety (90) days following the damage, give Tenant a notice in writing terminating this Lease, provided that if the Premises are not substantially damaged or rendered substantially untenantable, Landlord may not terminate this Lease unless it shall elect to terminate leases (including this Lease), affecting at least sixty-six percent (66%) of the rentable area of the Building (excluding any rentable area occupied by Landlord or its Affiliates). If Landlord elects to terminate this Lease, the Term shall expire upon a date set by Landlord, but not sooner than the tenth (10th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. Upon the termination of this Lease under the conditions provided for in this Section 10.2, the Fixed Rent and Escalation Rent shall be apportioned and any prepaid portion of Fixed Rent and Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. (A) Within forty-five (45) days after notice to Landlord of any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant a statement prepared by a reputable contractor setting forth such contractor's estimate as to the time required to repair such damage, exclusive of time required to repair any Specialty Alterations (which are Tenant's obligation to repair) or to perform Long Lead Work. If the estimated time period exceeds twelve (12) months from the date of such statement, Tenant may elect to terminate this Lease by notice to Landlord not later than thirty (30) days following receipt of such statement. If Tenant makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. If Tenant shall not have elected to terminate this Lease pursuant to this Article 10 (or is not entitled to terminate this Lease pursuant to this Article 10), the damages shall be promptly and diligently repaired by and at the expense of Landlord as set forth in Section 10.1 hereof. 28 (B) Notwithstanding the foregoing, if the Premises shall be substantially damaged during the last year of the Term, Landlord or Tenant may elect by notice, given within thirty (30) days after the occurrence of such damage, to terminate this Lease and if either party makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by such party and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. (C) Except as expressly set forth in this Section 10.3, Tenant shall have no other options to cancel this Lease under this Article 10. Section 10.4. This Article 10 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case. Section 10.5. The parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance, provided, however, that the release, discharge, exoneration and covenant not to sue xxxein contained shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation provision. If either party shall be unable to obtain the inclusion of such clause even with the payment of an additional premium, then such party shall attempt to name the other party as an additional insured (but not a loss payee) under the policy. If the payment of an additional premium is required for naming the other party as an additional insured (but not a loss payee), each party shall advise the other of the amount of any such additional premium and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium or if it shall not be possible to have the other party named as an additional insured (but not loss payee), even with the payment of an additional premium, then (in either event) such party shall so notify the first party and the first party shall not have the obligation to name the other party as an 29 additional insured. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant's Property or Specialty Alterations or any other Alteration prior to the completion of the Initial Alterations, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant's business.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (Aa) If the Premises (including the Alterations other than Specialty Alterations) shall be damaged by fire or other insured casualty, and if Tenant shall give prompt written notice thereof to Landlord, the damage damage, with such modifications as shall be required in order to the Premises, but excluding damage to the Alterations and Tenant’s Property, comply with Requirements shall be diligently repaired by and at the expense of Landlord to substantially the condition that existed prior to the damagedamage (such repairs, with such modifications as shall be required in order to comply with Requirements“Landlord’s Restoration Work”), and from the date of such damage until one hundred twenty (120) days after such repairs that are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Electricity Additional Rent, Escalation Rent and Space Factor shall be reduced in the proportion which that the area of the part of the Premises which that is not usable by Tenant (and not actually used untenantable by Tenant), as determined by Landlord in Landlord’s reasonable discretion, bears to the total area of the PremisesPremises immediately prior to such casualty. Tenant Upon the substantial completion of Landlord’s Restoration Work (excluding Long Lead Work), Landlord shall cooperate with Landlord in connection with the making diligently prosecute to completion any items of such repairs, including without limitation, the making or settlement of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s Property, which Tenant shall complete promptly after substantial completion of Landlord’s repair obligations under this Article 10. In addition, Landlord shall use its reasonable efforts not be obligated to minimize interference with Tenant’s use and occupancy in making repair any repairs pursuant damage to, or to this Section. Anything contained herein to the contrary notwithstandingreplace, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to Alterations unless Tenant shall have notified Landlord of the completion of such Alterations and the Initial cost thereof, and shall have maintained adequate records with respect to such Alterations. Tenant shall make all necessary repairs to the Specialty Alterations and same shall be completed promptly after substantial completion of Landlord’s repair obligations under this Article 10. (b) Prior to the substantial completion of Landlord’s Restoration Work, Landlord shall provide Tenant and Tenant’s contractor, subcontractors and materialmen that have been approved by Landlord access to the Premises to perform Specialty Alterations (or other Alterations, Landlord’s obligation if Landlord is not obligated to repair same pursuant to the Premises provisions hereof), on the following terms and conditions (but not to occupy the same for the conduct of business): (i) Tenant shall be limited to repair not commence work in any portion of the Premises until the date specified in a notice from Landlord to substantially Tenant stating that the condition repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord’s discretion, to permit the commencement of the Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof) then prudent to be performed in accordance with good construction practice in the portion of the Premises in question without interference with, and consistent with the performance of, the repairs remaining to be performed. (ii) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, except that there shall be no obligation on the Commencement Date part of Tenant solely because of such access to pay any Fixed Rent, Electricity Additional Rent or Escalation Rent with such modifications as respect to the affected portion of the Premises for any period prior to substantial completion of the repairs. (iii) If Landlord shall be required in order delayed from substantially completing Landlord’s Restoration Work due to any acts of Tenant, its agents, servants, employees or contractors, including by reason of the performance of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), by reason of Tenant’s failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with Requirementsany of Tenant’s obligations described or referred to in this Lease, or if such repairs are not completed because under good construction scheduling practice such repairs should be performed after completion of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), then such repairs shall be deemed substantially complete on the date that the repairs would have been substantially complete but for such delay and the expiration of the abatement of the Tenant’s obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs occasioned by such delay shall be paid by Tenant to Landlord within ten (10) days after demand, as additional rent.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord, the damage to the Premises, but excluding damage to the Alterations and Tenant’s Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with RequirementsRequirements shall be diligently repaired by and at the expense of Landlord (subject to Landlord’s receipt of the proceeds of Tenant’s “all-risk” property insurance as herein provided) to substantially the condition prior to the damage. The proceeds of “all-risk” property insurance policies providing coverage for Tenant’s Alterations (including, without limitation, the Initial Alterations) and from Tenant’s other improvements, betterments and fixtures shall be paid to Landlord, except to the date extent hereinafter expressly provided to the contrary. Concurrently with the collection of any property insurance proceeds, as aforesaid, Tenant shall pay to Landlord (i) the amount of any deductible under such damage until one hundred twenty policy insuring Tenant’s Alterations (120including, without limitation, the Initial Alterations) and Tenant’s other improvements, betterments and fixtures; and (ii) the amount, if any, by which the cost of repairing and restoring Tenant’s Alterations (including, without limitation, the Initial Alterations) and Tenant’s other improvements, betterments and fixtures, as estimated by an independent reputable contractor designated by Landlord, exceeds the available insurance proceeds therefor. The amounts due in accordance with the immediately preceding subparagraphs (i) and (ii) shall be Additional Rent under this Lease; and shall be payable by Tenant to Landlord within thirty (30) days after demand therefor is made by Landlord accompanied by the contractor’s estimate referred to in the preceding subparagraph (ii), but subject to Sections 10.3 and 10.4. Until such repairs which are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Rent and Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and not actually used Tenant, as determined by Tenant)Landlord in its reasonable discretion, bears to the total area of the PremisesPremises immediately prior to such casualty and, during such period, Tenant’s Share and Tenant’s Tax Share shall each be redetermined based upon the proportion in which the rentable area of the Premises usable after such casualty bears to the rentable area of the Premises immediately prior to such casualty. If Tenant disagrees with Landlord’s determination of the abatement of Rent to which Tenant shall cooperate with Landlord be entitled in connection with a fire or other casualty under this Article, Landlord or Tenant may submit such issue to arbitration pursuant to the making provisions of Section 38.7 of this Lease within sixty (60) days from the date of Landlord’s determination (provided, however, that in such event Tenant shall abide by Landlord’s determination and perform all other obligations under this Article in accordance with Landlord’s determination, subject to refund or credit when the matter is resolved by arbitration or by mutual agreement). If Tenant obtains an arbitration decision that Landlord was obligated to axxxx Rent in excess of that abated as a result of Landlord’s determination, Landlord shall within ten (10) Business Days of such repairsdecision permit the abatement of such additional Rent, including without limitationtogether with interest at the Applicable Rate on the amount of Rent so abated calculated from the date that such Rent should have been abated. Upon the substantial completion of such repairs (excluding Long Lead Work), the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, all or any Alterations or portion of Tenant’s Property, which Tenant shall complete promptly after substantial completion of Landlord’s repair obligations under this Article 10. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations (including, without limitation, the Initial Alterations) unless Tenant shall have previously delivered to Landlord “as built” plans and specifications for the Initial Alterations and all other Alterations. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this SectionLease. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s obligation to repair the Premises and any Alterations shall be limited to repair of the Premises to substantially part of the condition of Building Systems serving the Premises on the Commencement Date (but not the distribution portions of such Building Systems located within the Premises), the floor and ceiling slabs of the Premises and the exterior walls of the Premises, all to substantially the same condition which existed on the Commencement Date, with such modifications as shall be required in order to comply with Requirements. Tenant and Landlord shall mutually cooperate in connection with the collection of any insurance monies that may be due in the event of loss resulting from a fire or other casualty, and both parties shall execute and deliver such proofs of loss and other instruments which may be required to recover any such insurance monies. (B) Prior to the substantial completion of Landlord’s repair obligations set forth in Section 10.1(A) hereof, Landlord shall provide Tenant and Tenant’s contractor, subcontractors and materialmen access to the Premises to perform Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof, on the following terms and conditions (but not to occupy the same for the conduct of business): (1) Tenant shall not commence work in any portion of the Premises until the date specified in a notice from Landlord to Tenant stating that the repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord’s discretion, to permit the commencement of any work by Tenant, which may then be prudently performed in accordance with good construction practice in the portion of the Premises in question without interference with, and consistent with the performance of, the work remaining to be performed by Landlord. (2) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, including, without limitation, Tenant’s obligation to pay to Landlord an amount equal to the Electricity Additional Rent, or if applicable, the Electricity Inclusion Factor, except that there shall be no obligation on the part of Tenant solely because of such access to pay any Fixed Rent or Escalation Rent with respect to the affected portion of the Premises for any period prior to substantial completion of the repairs. (C) It is expressly understood that if Landlord shall be delayed from substantially completing the repairs due to any acts of Tenant, its agents, servants, employees or contractors, including, without limitation, by reason of Tenant’s failure or refusal to comply, or to cause its architects, engineers, designers and contractors to comply with any of Tenant’s obligations described or referred to in this Lease, then such repairs shall be deemed substantially complete on the date when the repairs would have been substantially complete but for such delay and the expiration of the abatement of the Tenant’s obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs occasioned by such delay shall be paid by Tenant to Landlord within thirty (30) days after demand, as additional rent. Section 10.2 Anything contained to Section 10.1 hereof to the contrary notwithstanding, if the Building shall be so damaged by fire or other casualty that, in Landlord’s opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), and restoration will take more than one (1) year to substantially complete, and Landlord shall give office tenants leasing more than seventy-five percent (75%) of the rentable area of the Building notices terminating their respective leases, then Landlord, at Landlord’s option, may, not later than ninety (90) days following the damage, give Tenant a notice in writing terminating this Lease. If Landlord elects to terminate this Lease, the Term shall expire upon a date set by Landlord, but not sooner than the sixtieth (60th) day, and not later than the one hundred twentieth (120th) day, after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. Unless Landlord shall serve a termination notice as provided for herein, Landlord shall make the repairs and restorations to the Premises (including all Alterations existing as of the date preceding such fire or other casualty) in accordance with and subject to the conditions of this Article 10, with all reasonable expedition. If Tenant shall dispute Landlord’s determination that the Premises are ready for Tenant’s occupancy, Tenant may initiate an arbitration proceeding in accordance with the provisions of Section 38.7 of this Lease. Section 10.3 (A) Within ninety (90) days after Landlord learns of any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant a statement prepared by a reputable independent contractor setting forth such contractor’s estimate as to the time required to repair such damage, exclusive of the time required to perform Long Lead Work. If the estimated time period exceeds twelve (12) months from the date of such damage, Tenant may elect to terminate this Lease by notice to Landlord not later than forty-five (45) days following receipt of such statement. If Tenant makes such election, the Term shall expire upon the ninetieth (90th) day after notice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. If Tenant shall not have elected to terminate this Lease pursuant to this Article 10 (or is not entitled to terminate this Lease pursuant to this Article 10), the damage shall be diligently repaired by and at the expense of Landlord as set forth in Section 10.1 hereof. Additionally, Tenant may terminate this Lease on no less than thirty (30) days prior notice to Landlord if Landlord has not substantially completed the making of the required repairs and restorations to the Premises within twelve (12) months after the date of such damage, or within such period after such date (not exceeding thirty (30) days) as shall equal the aggregate period Landlord may have been delayed in doing so by Unavoidable Delays; and unless the restoration shall have been substantially completed on or before the expiration of such thirty (30) days, this Lease will terminate at the expiration of such thirty (30) days as if that were the Expiration Date originally set forth in the Lease; provided, however, that if the contractor’s estimate as to the time required to repair such damage shall be a date occurring after the expiration of twelve (12) months from the date of such estimate, and Tenant shall not have exercised its termination right under this Section hereof, then such twelve (12) month restoration and repair period shall be extended until the date specified in such contractor’s estimate and if Landlord has not substantially completed the making of the required repairs and restorations to the Premises by such extended date, Tenant may terminate this Lease on no less than thirty (30) days prior notice to Landlord.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations other than Specialty Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord, the damage damage, with such modifications as shall be required in order to the Premises, but excluding damage to the Alterations and Tenant’s Property, comply with Requirements shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs which are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and not actually used Tenant, as determined by Tenant)Landlord in its reasonable discretion, bears to the total area of the PremisesPremises immediately prior to such casualty. Tenant shall cooperate with Landlord in connection with Upon the making substantial completion of such repairsrepairs (excluding Long Lead Work), including without limitation, the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s 's Property, which Tenant shall complete promptly after substantial completion of Landlord's repair obligations under this Article 10. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations unless Tenant shall have notified Landlord of the completion of such Alterations and the cost thereof, and shall have maintained adequate records with respect to such Alterations. Tenant shall make all necessary repairs to the Specialty Alterations and same shall be completed promptly after substantial completion of Landlord's repair obligations under this Article 10. Landlord shall use its reasonable efforts to minimize interference with Tenant’s 's use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s 's obligation to repair the Premises (and any Alterations) shall be limited to repair of the Premises to substantially part of the condition of Building Systems serving the Premises on the Commencement Date Date, but not the distribution portions of such Building Systems located within the Premises, the floor and ceiling slabs of the Premises and the exterior walls of the Premises, all to substantially the same condition which existed on the Commencement Date, with such modifications as shall be required in order to comply with Requirements. (B) Prior to the substantial completion of Landlord's repair obligations set forth in Section 10.1 (A) hereof, Landlord shall provide Tenant and Tenant's contractor, subcontractors and materialmen access to the Premises to perform Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof), on the following terms and conditions (but not to occupy the same for the conduct of business): (1) Tenant shall not commence work in any portion of the Premises until the date specified in a notice from Landlord to Tenant stating that the repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord's discretion, to permit the commencement of the Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof) then prudent to be performed in accordance with good construction practice in the portion of the Premises in question without interference with, and consistent with the performance of, the repairs remaining to be performed. (2) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, including, without limitation, Tenant's obligation to pay to Landlord an amount equal to the Electricity Inclusion Factor, or, if applicable, the Electricity Additional Rent except that there shall be no obligation on the part of Tenant solely because of such access to pay any Fixed Rent or Escalation Rent with respect to the affected portion of the Premises for any period prior to substantial completion of the repairs. (3) It is expressly understood that if Landlord shall be delayed from substantially completing the repairs due to any acts of Tenant, its agents, servants, employees or contractors, including, without limitation, by reason of the performance of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), by reason of Tenant's failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with any of Tenant's obligations described or referred to in this Lease, or if such repairs are not completed because under good construction scheduling practice such repairs should be performed after completion of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), then such repairs shall be deemed substantially complete on the date when the repairs would have been substantially complete but for such delay and the expiration of the abatement of the Tenant's obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs occasioned by such delay shall be paid by Tenant to Landlord within ten (10) days after demand, as additional rent. Section 10.2. Anything contained in Section 10.1 hereof to the contrary notwithstanding, if the Building shall be so damaged by fire or other casualty that, in Landlord's opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then Landlord, at Landlord's option, may, not later than ninety (90) days following the damage, give Tenant a notice in writing terminating this Lease, provided that if the Premises are not substantially damaged or rendered substantially untenantable, Landlord may not terminate this Lease unless it shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building (excluding any rentable area occupied by Landlord or its Affiliates). If Landlord elects to terminate this Lease, the Term shall expire upon a date set by Landlord, but not sooner than the tenth (10th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. Upon the termination of this Lease under the conditions provided for in this Section 10.2, the Fixed Rent and Escalation Rent shall be apportioned and any prepaid portion of Fixed Rent and Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. (A) Within forty-five (45) days after notice to Landlord of any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant a statement prepared by a reputable contractor setting forth such contractor's estimate as to the time required to repair such damage, exclusive of time required to repair any Specialty Alterations (which are Tenant's obligation to repair) or to perform Long Lead Work. If the estimated time period exceeds eighteen (18) months from the date of such statement, Tenant may elect to terminate this Lease by notice to Landlord not later than thirty (30) days following receipt of such statement. If Tenant makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. If Tenant shall not have elected to terminate this Lease pursuant to this Article 10 (or is not entitled to terminate this Lease pursuant to this Article 10), the damages shall be diligently repaired by and at the expense of Landlord as set forth in Section 10.1 hereof. (B) Notwithstanding the foregoing, if the Premises shall be substantially damaged during the last year of the Term, Landlord may elect by notice, given within thirty (30) days after the occurrence of such damage, to terminate this Lease and if Landlord makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Landlord and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. (C) Except as expressly set forth in this Section 10.3, Tenant shall have no other options to cancel this Lease under this Article 10. Section 10.4. This Article 10 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case. Section 10.5. The parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance, provided, however, that the release, discharge, exoneration and covenant not to xxx herein contained shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation provision. If either party shall be unable to obtain the inclusion of such clause even with the payment of an additional premium, then such party shall attempt to name the other party as an additional insured (but not a loss payee) under the policy. If the payment of an additional premium is required for naming the other party as an additional insured (but not a loss payee), each party shall advise the other of the amount of any such additional premium and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium or if it shall not be possible to have the other party named as an additional insured (but not loss payee), even with the payment of an additional premium, then (in either event) such party shall so notify the first party and the first party shall not have the obligation to name the other party as an additional insured. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant's Property or Specialty Alterations or any other Alteration prior to the completion of the Initial Alterations, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant's business.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (Aa) If Subject to the provisions of Subsection 10.l(b) below, if the Premises (including the Alterations) shall be damaged rendered untenantable by fire or other insured casualty, Landlord shall restore the Premises (excluding Tenant’s trade fixtures and if improvements) and make them tenantable as soon as possible after receipt of the proceeds of property insurance. Rent shall xxxxx during the period of untenantability in proportion to the area of the Premises rendered untenantable, and for up to ninety (90) days after its delivery to Tenant shall give prompt notice thereof in a repaired condition by Landlord to Landlord, the damage allow Tenant to refixture the Premises, but excluding damage in no event after the date on which Tenant re-opens for business to the Alterations and Tenant’s Property, public. All such restoration shall be diligently completed within one hundred eighty (180) days of the date of the casualty or Tenant shall be entitled to terminate this Lease in its sole discretion; provided that Landlord must give Tenant written notice of the date of delivery of the Premises in a repaired by and condition at the expense of Landlord to substantially the condition least 30 days prior to the damage, with such modifications as shall be required in order to comply with Requirements, anticipated delivery date and from the date Tenant must give notice of such damage until one hundred twenty (120) days after such repairs shall be substantially completed (of which substantial completion termination to Landlord shall promptly notify Tenant) not later than the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part day before Landlord tenders delivery of the Premises which is not usable by to Tenant in a repaired condition. Landlord shall advise Tenant within sixty (and not actually used by Tenant), bears to 60) days of any insured casualty whether Landlord estimates that it can rebuild the total area Premises within such period of the Premisestime. Tenant shall cooperate with have the right to extend such period of time for rebuilding by written notice to Landlord in connection with from time-to-time. Notwithstanding the making of such repairsforegoing, including without limitation, the making or settlement of any insurance claims. Landlord shall have no obligation to repair any damage tothe Premises if the casualty is a kind or nature that is uninsured, or to replace, any Alterations or Tenant’s Property. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this Section. Anything contained herein if such casualty occurs less than eighteen (18) months prior to the contrary notwithstandingTermination Date or the last day of any option term, unless Tent shall first notify Landlord that it exercises the next available option term, if any. (b) If the Premises, or the building that the Premises (including any Alterations) are a part, shall be so damaged by fire or other casualty at that demolition or substantial reconstruction (more than forty (40%) percent of their initial cost) is required during the last eighteen (18) months of any time prior Lease Term or Extended Lease Term, unless Tenant elects to extend the Lease Term by exercise of an Option Right, then Landlord may terminate this Lease by notifying the Tenant of such termination within sixty (60) days after the date of such damage. Rent shall be prorated to the completion date of such a termination. If Tenant extends the Lease Term, Landlord must rebuild as required herein. (c) Tenant shall immediately notify Landlord of the Initial Alterations, Landlord’s obligation to repair occurrence of a fire or other casualty at the Premises and shall, at its expense, restore or replace its personal property, fixtures and tenant improvements. There shall be limited no abatement of Rent during any delay caused by the failure of Tenant to complete its restoration and repair work unless due to acts or omissions of the Premises to substantially the condition of the Premises on the Commencement Date with such modifications as shall be required in order to comply with RequirementsLandlord.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (Aa) If Subject to the provisions of Subsection 10.l(b) below, if the Premises (including the Alterations) shall be damaged rendered untenable by fire or other casualty, and if Tenant Landlord shall give prompt notice thereof to Landlord, restore the damage to the Premises, but Premises (excluding damage to the Alterations and Tenant’s Property, trade fixtures and improvements) and make them tenable as soon as possible. Rent shall be diligently repaired by and at xxxxx (i) during the expense period of Landlord untenability in proportion to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part Premises rendered untenable (which may include the entire Premises if Tenant is unable to operate its restaurant) and (ii) for ninety (90) days after its delivery to Tenant in a repaired condition by Landlord [or such shorter period of time as it shall take for Tenant to re-open the Premises which is not usable by Tenant (and not actually used by Tenant), bears for business to the total area of general public] to allow Tenant to refixture the Premises. If such restoration shall not be completed within one hundred eighty (180) days of date of the casualty, Tenant shall cooperate with Landlord be entitled to terminate this Lease in connection with the making of such repairs, including without limitation, the making or settlement of any insurance claimsits sole discretion. Landlord shall advise Tenant within thirty (30) days of any casualty whether Landlord can rebuild the Premises within such period of time. Tenant shall have no obligation the right to repair any damage extend such period of time for rebuilding by written notice to Landlord from time-to, or to replace, any Alterations or Tenant’s Property-time. Landlord shall use its reasonable efforts to minimize interference provide in any future financing documents that Landlord shall have the right to rebuild the Project in connection with Tenantan insurable casualty using Landlord’s use and occupancy in making any repairs pursuant to this Section. Anything contained herein to insurance proceeds. (b) If the contrary notwithstandingPremises, if or the building that the Premises (including any Alterations) are a part, shall be so damaged by fire or other casualty at that demolition or substantial reconstruction (more than forty (40%) percent of their initial cost) is required during the last year of any time prior Lease Term or Extended Lease Term, unless Tenant elects to extend the Lease Term by exercise of an Option Right, then Landlord or Tenant may terminate this Lease by notifying the other party of such termination within thirty (30) days after the date of such damage. Rent shall be prorated to the completion date of such a termination. If Tenant extends the Lease Term, Landlord must rebuild as required herein. (c) Tenant shall immediately notify Landlord of the Initial Alterations, Landlord’s obligation to repair occurrence of a fire or other casualty at the Premises and shall, at its expense, restore or replace its personal property, fixtures and tenant improvements. There shall be limited no abatement of Rent during any delay caused by the failure of Tenant to complete its restoration and repair work unless due to acts or omissions of the Premises to substantially the condition of the Premises on the Commencement Date with such modifications as shall be required in order to comply with RequirementsLandlord.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations other than Specialty Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord, the damage to the Premises, but excluding damage to the Alterations and Tenant’s Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs which are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed Substantially Completed (of which substantial completion Substantial Completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the ratio between the area of the part of the Premises which is not usable by Tenant (and not actually used Tenant, as determined by Tenant)Landlord in its reasonable discretion, bears to the total area of the PremisesPremises immediately prior to such casualty and Tenant's Share shall be redetermined based upon the proportion in which the ratio between the rentable area of the Premises remaining after such casualty bears to the rentable area of the Building, exclusive of the retail portions of the Building, remaining after such casualty. Tenant shall cooperate with Landlord in connection with Upon the making Substantial Comple- tion of such repairsrepairs (excluding Long Lead Work), including without limitation, the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s 's Property. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations unless Tenant shall have notified Landlord of the completion of such Alterations and the cost thereof, and shall have maintained adequate records with respect to such Alterations. Landlord shall use its reasonable efforts to minimize interference with Tenant’s 's use and occupancy in making any repairs pursuant to this Section. Anything contained herein . (B) Prior to the contrary notwithstandingSubstantial Completion of Landlord's repair obligations set forth in Section 10.1(A) hereof, Landlord shall provide Tenant and Tenant's contractor, subcontractors and materialmen access to the Premises to perform Specialty Alterations (or Alterations, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior Landlord is not obligated to repair same pursuant to the completion provisions hereof), on the following terms and conditions (but not to occupy the same for the conduct of the Initial Alterations, Landlord’s obligation to repair the Premises business): (1) Tenant shall be limited to repair not commence work in any portion of the Premises until the date specified in a notice from Landlord to substantially Tenant stating that the condition repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord's discretion, to permit the commencement of the Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof) then prudent to be performed in accordance with good construction practice in the portion of the Premises in question without interference with, and consistent with the performance of, the repairs remaining to be performed. (2) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, including, without limitation, Tenant's obligation to pay to Landlord the Electricity Additional Rent as more particularly set forth in Article 13 hereof, except that there shall be no obligation on the Commencement Date part of Tenant solely because of such access to pay any Fixed Rent or Escalation Rent with such modifications as respect to the affected portion of the Premises for any period prior to Substantial Completion of the repairs. (3) It is expressly understood that if Landlord shall be required in order prevented from Substantially Completing the repairs due to any acts of Tenant, its agents, servants, employees or contractors, including, without limitation, by reason of the performance of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), by reason of Tenant's failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with Requirementsany of Tenant's obligations described or referred to in this Lease, or if such repairs are not Substantially Completed because under good construction scheduling practice such repairs should be performed after completion of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), then such repairs shall be deemed Substantially Complete on the date when the repairs would have been Substantially Complete but for such delay and the expiration of the abatement of Tenant's obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs occasioned by such delay shall be paid by Tenant to Landlord within ten (10) days after demand, as additional rent.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If Subject to the Premises (including terms of this Section 10.1, if the Alterations) shall be Landlord Restoration Items are damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to then Landlord, the damage to the Premises, but excluding damage to the Alterations at Landlord's sole cost and Tenant’s Propertyexpense, shall be diligently repaired by and at repair, or shall cause the expense of Condominium Association to diligently repair, with reasonable dispatch, the Landlord Restoration Items to substantially the condition prior to the damage, with such modifications as shall be are required in order to comply with RequirementsRequirements (with the understanding that if applicable Requirements require that the Premises, after the performance of such restoration by Landlord or the Condominium Association, be comprised of less Usable Area than the Usable Area of the Premises immediately prior to the occurrence of such fire or other casualty, then the Fixed Rent that is otherwise due hereunder from and from after the date of such damage until one hundred twenty (120) days after such repairs fire or other casualty shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) adjusted to reflect the Fixed Rent, Escalation Rent and Space Factor shall be reduced reduction in Rentable Area that derives from the proportion which the area of the part restoration of the Premises which is not usable by Tenant (and not actually used by Tenantbeing performed in compliance with such Requirements), bears to the total area of the Premises. Tenant shall cooperate with Landlord in connection with the making of such repairs, including without limitation, the making or settlement of any insurance claims. Landlord shall have no obligation to repair (or to cause the Condominium Association to repair) any damage to, or to replace (or to cause the Condominium Association to replace), any Alterations or Tenant’s PropertyTenant Restoration Items. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this Section. Anything contained herein Subject to the contrary notwithstandingterms of this Section 10.1, if the Premises (including any Alterations) are damaged by such fire or other casualty at any time renders all of the Premises untenantable or inaccessible, then the Rental due hereunder shall abaxx xxtil the date that is two hundred seventy (270) days after the date that Landlord (or the Condominium Association) Substantially Completes the restoration of the Landlord Restoration Items. Subject to the terms of this Section 10.1, if such fire or other casualty renders part (but not all) of the Premises untenantable or inaccessible, then the Fixed Rent due hereunder, and the Escalation Rent that would have otherwise been due hereunder assuming that such fire or other casualty did not occur, shall abaxx xx the proportion that (i) the Rentable Area of the portion so rendered untenantable or inaccessible, bears to (ii) the Rentable Area of the Premises, until the date that is two hundred seventy (270) days after the date that Landlord (or the Condominium Association) Substantially Completes the restoration of the Landlord Restoration Items. Tenant shall not be entitled to an abatement of Rental pursuant to this Section 10.1 that extends (a) for more than thirty-six (36) calendar months in respect of a particular fire or other casualty, or (b) beyond the date that a Permitted Occupant uses the Premises (or the applicable portion thereof) for the conduct of business. The Premises (or the applicable portion thereof) shall be deemed untenantable for purposes of this Section 10.1 if, by reason of such fire or other casualty, Tenant could not be reasonably expected to use the Premises as offices for the ordinary conduct of Tenant's business. The Premises, or the applicable portion thereof, shall be deemed to be tenantable for purposes of this Article 10 to the extent that a Permitted Occupant uses the Premises (or such portion thereof) after the applicable fire or after casualty for the conduct of such Permitted Occupant's business. If a fire or other casualty occurs in a Deliverable Unit during the period from the Commencement Date therefor to the Rent Commencement Date therefor, then the Rent Commencement Date for such Deliverable Unit shall be extended for a number of days equal to the sum of (x) the number of days in the period from the date of the applicable fire or other casualty to the date that Landlord Substantially Completes the restoration of the Landlord Restoration Items, and (y) the number of days in the period beginning on the date that Landlord Substantially Completes the Landlord Restoration Items and ending on the date that Tenant restores the Initial Alterations to the condition that existed immediately prior to such fire or other casualty; provided, however, that in no event shall the completion number described in this clause (y) exceed two hundred seventy (270). If (A) after the Statutory Condominium Declaration becomes effective, the unit owners of the Initial AlterationsCondominium do not make the election contemplated by Section 339-cc of the Real Property Law to restore the 92 97 Building after the occurrence of a fire or other casualty (to the extent that such election is required to be made by such unit owners), Landlord’s obligation to repair or (B) applicable Requirements prohibit Landlord from restoring the Premises Landlord Restoration Items, then (x) Landlord shall be limited to repair give Tenant prompt notice thereof, and (y) this Lease shall thereupon terminate, in which case (I) Tenant shall surrender possession of the Premises to substantially Landlord in accordance with the condition terms of Article 20 hereof, (II) any Rental due hereunder shall be apportioned as of the date of such termination, and (III) any portion of the Rental that is then prepaid by Tenant and relates to the period after the date of such termination shall be promptly refunded by Landlord to Tenant (with the understanding that Landlord's obligation to make any such refund shall survive such termination of this Lease). (1) Subject to the terms of this Section 10.1(B), within ninety (90) days after notice to Landlord of any damage to the Landlord Restoration Items, Landlord shall deliver to Tenant a statement prepared by an independent reputable contractor setting forth such contractor's estimate as to the time required to repair such damage to the Landlord Restoration Items (such statement being referred to herein as the "Casualty Statement"). Landlord shall not designate a particular Person as the aforesaid independent contractor unless (i) such Person has at least five (5) years of experience in providing such estimates, and (ii) such Person has not been employed by Landlord or Tenant (or their respective Affiliates) for a period of three (3) years prior to the date of the Casualty Statement; provided, however, that if, in Landlord's reasonable judgment, there exists no such Person that satisfies the provisions of this clause (ii), then Landlord shall have the right to designate a Person that complies only with the provisions of clause (i) above, if such Person is otherwise reputable and Landlord and Tenant receive reasonable assurances from such Person that such Person is preparing the Casualty Statement impartially. Tenant shall have the right to dispute the estimated time period as set forth in the Casualty Statement by giving notice thereof to Landlord not more than fifteen (15) days after the date that Landlord gives the Casualty Statement to Tenant. Either party shall have the right to submit a dispute between the parties regarding the aforesaid estimated time period to an Expedited Arbitration Proceeding. If (X) the estimated time period exceeds thirty-six (36) months from the date of the applicable fire or other casualty, or (Y) (i) the estimated time period exceeds twelve (12) months from the date of the applicable fire or other casualty, and (ii) such estimate indicates that the Substantial Completion of such repairs will not occur until a date that is within eighteen (18) months before the Fixed Expiration Date or the last day of the Renewal Term, as the case may be, then Tenant may elect to terminate this Lease by notice given to Landlord not later than thirty (30) days after the date that Landlord gives the Casualty Statement to Tenant. (2) If, at any time during Landlord's restoration of the Landlord Restoration Items, Landlord determines that or otherwise has notice that applicable Requirements will require that the Usable Area of the Premises on following Landlord's performance of the Commencement Date with Landlord Restoration Items will be comprised of less than ninety percent (90%) of the Usable Area of the Premises immediately prior to the occurrence of the applicable fire or other casualty, then (x) Landlord shall give prompt notice thereof to Tenant, and (y) Tenant may elect to terminate this Lease by notice given to Landlord not later than thirty (30) days after the date that Landlord gives such modifications as shall be required in order notice to comply with RequirementsTenant.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (Aa) If Subject to the provisions of Subsection 10.l(b) below, if the Premises (including the Alterations) shall be damaged rendered untenable by fire or other casualty, and if Tenant Landlord shall give prompt notice thereof to Landlord, restore the damage to the Premises, but Premises (excluding damage to the Alterations and Tenant’s Property, trade fixtures and improvements) and make them tenable as soon as possible. Rent shall be diligently repaired by and at xxxxx during the expense period of Landlord untenability in proportion to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable rendered untenable, and for ninety (90) days after its delivery to Tenant in a repaired condition by Landlord to allow Tenant (and not actually used by Tenant), bears to the total area of refixture the Premises. In any event, Tenant shall cooperate with Landlord commence paying rent no later than the date that Tenant reopens for business following the casualty. All such restoration shall be completed within one hundred fifty (150) days of date of the casualty, weather permitting, or Tenant shall be entitled to terminate this Lease in connection with the making of such repairs, including without limitation, the making or settlement of any insurance claimsits sole discretion. Landlord shall advise Tenant within thirty (30) days of any casualty whether Landlord can rebuild the Premises within such period of time. Tenant shall have no obligation the right to repair any damage extend such period of time for rebuilding by written notice to Landlord from time-to, or to replace, any Alterations or Tenant’s Property-time. Landlord shall use its reasonable efforts attempt to minimize interference with Tenant’s use provide in existing and occupancy in making any repairs pursuant future financing documents that it has a right to this Section. Anything contained herein rebuild if there is a insurable casualty and to receive the contrary notwithstandinginsurance proceeds for such purposes. (b) If the Premises, if or the building that the Premises (including any Alterations) are a part, shall be so damaged by fire or other casualty at that demolition or substantial reconstruction (more than fifty (50%) percent of their initial cost) is required during the last year of any time prior Lease Term or Extended Lease Term, unless Tenant elects to extend the Lease Term by exercise of an Option Right, then Landlord may terminate this Lease by notifying the Tenant of such termination within thirty (30) days after the date of such damage. Rent shall be prorated to the completion date of such a termination. If Tenant extends the Lease Term, Landlord must rebuild as required herein. (c) Tenant shall immediately notify Landlord of the Initial Alterations, Landlord’s obligation to repair occurrence of a fire or other casualty at the Premises and shall, at its expense, restore or replace its personal property, fixtures and tenant improvements. There shall be limited no abatement of Rent during any delay caused by the failure of Tenant to complete its restoration and repair work unless due to acts or omissions of the Premises to substantially the condition of the Premises on the Commencement Date with such modifications as shall be required in order to comply with RequirementsLandlord.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) 8.01. If the Premises (including the Alterations) Building shall be partially damaged or destroyed or if the demised premises shall be partially or totally damaged or destroyed by fire fire, casualty or other casualtycause, then, whether or not the damage or destruction shall have resulted from the fault or neglect of Tenant, or its servants, employees, agents, visitors or licensees (and if Tenant this Lease shall give prompt notice thereof to Landlordnot have been canceled as in this article hereinafter provided), the damage to the Premises, but excluding damage to the Alterations and Tenant’s Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to will repair the damage, and restore, replace, and rebuild the Building and the demised premises at its expense, with such modifications as reasonable dispatch and continuity after notice to it of the damage or destruction; provided, however, that Landlord shall not be required to repair or replace any installation made by Tenant.* If the demised premises shall be required in order partially damaged or partially destroyed, the rent and additional rent payable hereunder shall be abated to comply with Requirements, the extent that the demised premises shall have been rendered untenantable or unfit for Tenant's use and Tenant does not occupy such damaged or destroyed part of the premises on other than an emergency basis for the period from the date of such damage or destruction to the date that the damage shall be repaired or restored. If the demised premises or a major part thereof shall be totally, or substantially totally, damaged or destroyed or rendered completely, or substantially completely, Untenantable on account of fire, casualty or other cause, the rent and additional rent shall completely xxxxx as of the date of the damage or * which is not covered by Landlord's fire insurance policy for the Building. destruction and until Landlord shall repair, restore, replace and rebuild the demised premises (subject to Landlord's right to elect not to restore the same as hereinafter provided); provided, however, that should Tenant reoccupy a portion of the demised premises for the purpose of conducting business during the period the restoration work is taking place and prior to the date that the same is made completely tenantable, rent and additional rent shall be apportioned and payable by Tenant in proportion to the part of the demised premises occupied by it Nevertheless, in case of any substantial damage or destruction to the demised premises, Tenant, in addition to and without waiver of any other rights or remedies available to it, may cancel this Lease by written notice to Landlord, if (i) within 60 days from the date of the damage or destruction, Landlord does not file a proof of loss with its insurer; (ii) within 90 days of the date of damage or destruction Landlord does not let a contract or contracts which shall provide for the complete restoration of the demised one hundred twenty year premises within a period of one year two years from the date of the damage or destruction; (120iii) work un3er. such contract or contracts has not commenced within 120 days of the date of said damage or destruction; or (iv) said work is not prosecuted with reasonable diligence to its completion; provided that Tenant shall not be entitled to cancel this Lease pursuant to this sentence more than thirty (30) days after Landlord shall have given written notice to Tenant that the state of facts specified in clause (i), (ii) or (iii) of this sentence, as the case may be, has occurred. The period for the commencement or completion of the required repairs and restoration work shall be extended by the number of days lost (not to exceed, however, nine months one year) in the event such loss results from strike, act of God, war, governmental action, national or state or municipal emergency, or any cause beyond the reasonable control of Landlord. * 8.02. In case the Building or the demised premises shall be substantially damaged or destroyed by fire or other cause at any time during the last two years of the term of this Lease, then Landlord or Tenant may cancel this Lease upon written notice to the other party Tenant given within ninety (90) days after such repairs damage or destruction. 8.03. If the Building shall be so damaged at any time during the term of this Lease that Landlord shall decide to demolish it or to rebuild it, then in either of such events, Landlord may, within ninety (90) days after such fire or other casualty, elect to cancel this Lease by giving Tenant a notice in writing of such decision, and thereupon the *Notwithstanding the foregoing, in case of any substantial damage or destruction to the demised premises, and if Landlord, subject to Section 25.01 of this Lease (except that such one (1) year period shall not be extended by more than nine (9) months as a result of any such occurrence), shall not substantially complete such repair and restoration work within one (1) year after that date of the fire or other casualty, then Tenant may terminate this lease by thirty (30) days prior to written notice to Landlord (unless such work is substantially completed within thirty (of 30) days after Tenant gives such termination notice, in which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor case such termination notice shall be reduced null and void and of nor force and effect.) *In connection with repair or restoration work in the proportion which the area any portion of the part of the Premises which is not usable by Tenant (and not actually used by Tenant)demised premises, bears to the total area of the Premises. Tenant shall cooperate with Landlord in connection with the making of such repairs, including without limitation, the making or settlement of any insurance claims. Landlord shall have no obligation to repair any damage to, or to replace, any Alterations or Tenant’s Property. Landlord shall will use its reasonable efforts to minimize any interference with Tenant’s use and occupancy 's business operations in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion remaining portion of the Initial Alterationsdemised premises. Tenant understands that work will be effected on business days during normal business hours, Landlord’s obligation unless such work is required to repair remedy a condition that threatens the Premises health or safety of any occupant, in which case Landlord shall be limited employ so-called overtime labor to repair of the Premises to substantially the condition of the Premises on the Commencement Date with remedy such modifications as shall be required in order to comply with Requirementscondition.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt upon notice thereof to Landlord, Landlord the damage to the Premises, but excluding damage to the Alterations and Tenant’s Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty the later of (120i) days after such repairs by Landlord as are required pursuant to this Section 10.1(A) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) or (ii) the earlier of (x) substantial completion by Tenant of such repairs to Alterations or Tenant’s Property to substantially the condition prior to such damage, provided that Tenant shall promptly commence and diligently pursue such repairs or (y) ninety (90) days after Landlord shall have delivered notice of substantial completion of Landlord’s repairs as set forth in item (i) above, the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and not actually used by Tenant for purposes of conducting Tenant’s normal business operations), bears to the total area of the Premises. Tenant shall reasonably cooperate with Landlord without any material expense to Tenant in connection with the making of such repairs, including including, without limitation, the making or settlement of any insurance claims. Landlord shall have no obligation to repair any damage to, or to replace, any Alterations or Tenant’s Property. Landlord shall use its reasonable efforts to minimize interference comply with Tenant’s use and occupancy the provisions of Section 4.4 hereof in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s obligation to repair the Premises shall be limited to repair of the Premises to substantially the condition of the Premises on the Commencement Date with such modifications as shall be required in order to comply with Requirements.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord, the damage to the Premises, but excluding damage to the Alterations and Tenant’s 's Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and not actually used by Tenant), bears to the total area of the Premises. Tenant shall cooperate with Landlord in connection with the making of such repairs, including without limitation, the making or settlement of any insurance claims. Landlord shall have no obligation to repair any damage to, or to replace, any Alterations or Tenant’s 's Property. Landlord shall use its reasonable efforts to minimize interference with Tenant’s 's use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s 's obligation to repair the Premises shall be limited to repair of the Premises to substantially the condition of the Premises on the Commencement Date with such modifications as shall be required in order to comply with Requirements. (B) Prior to the substantial completion of any such repair, Landlord shall provide Tenant and Tenant's contractor, subcontractors and materialmen access to the Premises to perform Alterations, on the following terms and conditions (but not to occupy the same for the conduct of business): (1) Tenant shall not commence work in any portion of the Premises until the date specified in a notice (which notice shall be delivered not later than ten (10) days prior to the date specified therein) from Landlord to Tenant stating that the repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord's reasonable discretion, to permit the commencement of the Alterations then prudent to be performed in accordance with good construction practice in the portion in question without interference with, and consistent with the performance of, the repairs remaining to be performed; (2) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, except that there shall be no obligation on the part of Tenant solely because of such access to pay any Fixed Rent, Escalation Rent, or the Electricity Additional Rent, with respect to the affected portion of the Premises for any period prior to one hundred twenty (120) days after substantial completion of the repairs required to be made by Landlord hereunder; and (3) It is expressly understood that if after 3 days notice to Tenant, Landlord shall be prevented from substantially completing the repairs due to any acts of Tenant, its agents, servants, employees or contractors, including without limitation by reason of the performance of any Alteration, by reason of Tenant's failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with any of Tenant's obligations described or referred to in this Lease, or if such repairs are not completed, because under good construction scheduling practice such repairs should be performed after completion of any Alteration, then such work shall be deemed substantially complete on the date when the work would have been substantially complete but for such delay and the expiration of the abatement of the Tenant's obligations hereunder shall not be postponed by reason of such delay. Any additional reasonable and necessary costs to Landlord to complete any work occasioned by such delay shall be paid by Tenant to Landlord within ten (10) days after demand, as additional rent.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations which shall include Landlord's Work but not Specialty Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord, the damage damage, with such modifications as shall be required in order to the Premises, but excluding damage to the Alterations and Tenant’s Property, comply with Requirements shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with and until such modifications repairs which are required to be performed by Landlord (excluding Long Lead Work the absence of which does not in and of itself materially impair Tenant's ability to conduct its business in the Premises in substantially the same manner as prior to such casualty) shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs shall be substantially completed Substantially Completed (of which substantial completion Substantial Completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and not actually used by Tenant), bears to the total area of the PremisesPremises immediately prior to such casualty. Tenant shall cooperate with Landlord in connection with Upon the making Substantial Completion of such repairsrepairs (excluding Long Lead Work the absence of which does not in and of itself materially impair Tenant's ability to conduct its business in the Premises in substantially the same manner as prior to such casualty), including without limitation, the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s 's Property. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations unless Tenant shall have notified Landlord of the completion of such Alterations and the cost thereof. Landlord shall use its reasonable efforts to minimize interference with Tenant’s 's use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s 's obligation to repair the Premises (and any Alterations) shall be limited to repair of the Premises to substantially part of the condition of Building Systems serving the Premises on the Commencement Date Date, but not the distribution portions of such Building Systems located within the Premises, the floor and ceiling slabs of the Premises and the exterior walls of the Premises, all to substantially the same condition which existed on the Commencement Date, with such modifications as shall be required in order to comply with Requirements. If a fire or other casualty occurs during the period beginning on (x) the Commencement Date and ending on the day immediately prior to the Tenth Floor Space Rent Commencement Date, or (y) the Seventh Floor Space Commencement Date and ending on the day immediately prior to the Seventh Floor Space Rent Commencement Date, as the case may be, then Tenant, as and for the abatement of Rental as contemplated by this Article 10 by reason of the occurrence of a fire or other casualty during such period, shall have the right to credit against the Rental due hereunder from and after the Applicable Rent Commencement Date an amount equal to the abatement of Rental to which Tenant would have been entitled under this Article 10 if such fire or other casualty occurred immediately after the Applicable Rent Commencement Date. (B) Prior to the Substantial Completion of Landlord's repair obligations set forth in Section 10.1(A) hereof, Landlord shall provide Tenant and Tenant's contractor, subcontractors and materialmen access to the Premises to perform Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof), on the following terms and conditions (but not to occupy the same for the conduct of business). (1) Tenant shall not commence work in any portion of the Premises until the date specified in a notice from Landlord to Tenant stating that the repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord's discretion, to permit the commencement of the Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof) then prudent to be performed in accordance with good construction practice in the portion of the Premises in question without interference with, and consistent with the performance of, the repairs remaining to be performed. (2) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease except that there shall be no obligation on the part of Tenant solely because of such access to pay any Fixed Rent or Escalation Rent with respect to the affected portion of the Premises for any period prior to substantial completion of the repairs. (3) It is expressly understood that if Landlord shall be delayed from substantially completing the repairs due to any acts of Tenant, its agents, servants, employees or contractors, including, without limitation, by reason of the performance of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), by reason of Tenant's failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with any of Tenant's obligations described or referred to in this Lease, or if such repairs are not completed because under good construction scheduling practice such repairs should be performed after completion of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), then such repairs shall be deemed substantially complete on the date when the repairs would have been substantially complete but for such delay and the expiration of the abatement of the Tenant's obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs occasioned by such delay shall be paid by Tenant to Landlord within thirty (30) days after demand, as additional rent. Section 10.2. Anything contained in Section 10.1 hereof to the contrary notwithstanding, if the Building shall be so damaged by fire or other casualty that substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then Landlord, at Landlord's option, may, not later than ninety (90) days following the damage, give Tenant a notice in writing terminating this Lease; provided that if the Premises are not substantially damaged or rendered untenantable, Landlord may not terminate this Lease unless it shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building (excluding any rentable area occupied by Landlord or its Affiliates). If Landlord elects to terminate this Lease, the Term shall expire upon a date set by Landlord, but not sooner than the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. Upon the termination of this Lease under the conditions provided for in this Section 10.2, the Fixed Rent and Escalation Rent shall be apportioned and any prepaid portion of Fixed Rent and Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. (A) Within forty-five (45) days after notice to Landlord of any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant a statement prepared by an independent reputable contractor setting forth such contractor's estimate as to the time required to repair such damage, exclusive of time required to perform Long Lead Work. If the estimated time period exceeds nine (9) months from the date of such statement, then Tenant may elect to terminate this Lease by notice given to Landlord not later than thirty (30) days following Tenant's receipt of such statement. If Tenant makes such election, then the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. If Tenant does not elect to terminate this Lease pursuant to this Article 10 (or is not entitled to terminate this Lease pursuant to this Article 10), then the damages shall be diligently repaired by and at the expense of Landlord as set forth in Section 10.1 hereof, unless Landlord elects to terminate this Lease in accordance with Section 10.2 hereof. (B) If Tenant does not elect to terminate this Lease pursuant to Section 10.3(A) (or is not entitled to terminate this Lease pursuant to Section 10.3(A)), and the repair of the damage to the Premises described in Section 10.1 hereof is not Substantially Completed within three (3) months after the estimated date of such Substantial Completion as set forth in the contractor's estimate delivered to Tenant as aforesaid (which three (3) month period may be extended for up to a six (6) month period to the extent Landlord cannot Substantially Complete such damage within such three (3) month period by virtue of Unavoidable Delays), then Tenant may elect to terminate this Lease by delivering a notice to Landlord not later than the earlier to occur of (x) the date that such Substantial Completion occurs, and (y) the thirtieth (30th) day following the last day of such three (3) month period (or the thirtieth (30th) day following the last day of such extended period, if applicable), and the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. (C) If the Premises shall be substantially damaged during the last two (2) years of the Term, Landlord or Tenant may elect by notice, given within thirty (30) days after the occurrence of such damage, to terminate this Lease and if either party makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by such party and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. Section 10.4. This Article 10 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case. Section 10.5. The parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance, provided, however, that the release, discharge, exoneration and covenant not to xxx herein contained shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation provision. If either party shall be unable to obtain the inclusion of such clause even with the payment of an additional premium, then such party shall attempt to name the other party as an additional insured (but not a loss payee) under the policy. If the payment of an additional premium is required for naming the other party as an additional insured (but not a loss payee), each party shall advise the other of the amount of any such additional premium and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium or if it shall not be possible to have the other party named as an additional insured (but not loss payee), even with the payment of an additional premium, then (in either event) such party shall so notify the first party and the first party shall not have the obligation to name the other party as an additional insured. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant's Property or Specialty Alterations or any other Alteration prior to the completion of the Initial Alterations, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant's business.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the other than Alterations, Specialty Alterations and Tenant’s Property) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlordpromptly after Landlord learns of the same, the damage to the Premises, but excluding (exclusive of damage to the Alterations and and/or Tenant’s Property) shall, shall following completion of Landlord’s insurance adjustment, be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs which are required to be performed by Landlord shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant), (x) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the ratio between the area of the part of the Premises which is not usable by Tenant (and not actually used Tenant, as determined by Tenant)Landlord in its reasonable discretion, bears to the total area of the Premises immediately prior to such casualty, and (y) Tenant’s Share shall be redetermined based upon the proportion in which the ratio between the rentable area of the Premises remaining after such casualty bears to the rentable area of the Building remaining after such casualty. In the event that Tenant determines in its reasonable judgment that it is reasonably unable to conduct its business in the undamaged portion of the Premises or Tenant does not have reasonable access to the Premises, then Tenant may vacate the undamaged portion of the Premises and the Rental shall be totally abated until sixty (60) days after the damage has been repaired and/or Tenant once again has reasonable access to the Premises to perform its restoration work. Tenant shall cooperate with Landlord in connection with Upon the making substantial completion of such repairs, including without limitation, the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s Property. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s obligation to repair the Premises shall be limited to repair of the Premises to substantially the condition of the Premises on the Commencement Date with such modifications as shall be required in order to comply with Requirements.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations other than Specialty Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord, the damage damage, with such modifications as shall be required in order to the Premises, but excluding damage to the Alterations and Tenant’s Property, comply with Requirements shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs which are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and not actually used Tenant, as determined by Tenant)Landlord in its reasonable discretion, bears to the total area of the PremisesPremises immediately prior to such casualty. Tenant shall cooperate with Landlord in connection with Upon the making substantial completion of such repairsrepairs (excluding Long Lead Work), including without limitation, the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s 's Property, which Tenant shall complete promptly after substantial completion of Landlord's repair obligations under this Article 10. In addition, Landlord shall use its reasonable efforts not be obligated to minimize interference with Tenant’s use and occupancy in making repair any repairs pursuant damage to, or to this Section. Anything contained herein to the contrary notwithstandingreplace, if the Premises (including any Alterations) are damaged Alterations installed by fire or other casualty at any time prior to Tenant unless Tenant shall have notified Landlord of the completion of such Alterations and the Initial Alterationscost thereof, Landlord’s obligation to repair the Premises and shall be limited to repair of the Premises to substantially the condition of the Premises on the Commencement Date have maintained adequate records with such modifications as shall be required in order to comply with Requirements.respect to

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the Premises (including the Alterations other than Specialty Alterations) shall be damaged by fire or other casualty, and if Tenant shall give prompt notice thereof to Landlord, the damage damage, with such modifications as shall be required in order to the Premises, but excluding damage to the Alterations and Tenant’s Property, comply with Requirements shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs which are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant (and not actually used Tenant, as determined by Tenant)Landlord in its reasonable discretion, bears to the total area of the PremisesPremises immediately prior to such casualty. Tenant shall cooperate with Landlord in connection with Upon the making substantial completion of such repairsrepairs (excluding Long Lead Work), including without limitation, the making or settlement Landlord shall diligently prosecute to completion any items of any insurance claimsLong Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s 's Property, which Tenant shall complete promptly after substantial completion of Landlord's repair obligations under this Article 10. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations unless Tenant shall have notified Landlord of the completion of such Alterations and the cost thereof, and shall have maintained adequate records with respect to such Alterations. Tenant shall make all necessary repairs to the Specialty Alterations and same shall be completed promptly after substantial completion of Landlord's repair obligations under this Article 10. Landlord shall use its reasonable efforts to minimize interference with Tenant’s 's use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if the Premises (including any Alterations) are damaged by fire or other casualty at any time prior to the completion of the Initial Alterations, Landlord’s 's obligation to repair the Premises (and any Alterations) shall be limited to repair of the Premises to substantially part of the condition of Building Systems serving the Premises on the Commencement Date Date, but not the distribution portions of such Building Systems located within the Premises, the floor and ceiling slabs of the Premises and the exterior walls of the Premises, all to substantially the same condition which existed on the Commencement Date, with such modifications as shall be required in order to comply with Requirements. (B) Prior to the substantial completion of Landlord's repair obligations set forth in Section 10.1 (A) hereof, Landlord shall provide Tenant and Tenant's contractor, subcontractors and materialmen access to the Premises to perform Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof), on the following terms and conditions (but not to occupy the same for the conduct of business): (1) Tenant shall not commence work in any portion of the Premises until the date specified in a notice from Landlord to Tenant stating that the repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord's discretion, to permit the commencement of the Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof) then prudent to be performed in accordance with good construction practice in the portion of the Premises in question without interference with, and consistent with the performance of, the repairs remaining to be performed. (2) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, including, without limitation, Tenant's obligation to pay to Landlord an amount equal to the Electricity Inclusion Factor, or, if applicable, the Electricity Additional Rent except that there shall be no obligation on the part of Tenant solely because of such access to pay any Fixed Rent or Escalation Rent with respect to the affected portion of the Premises for any period prior to substantial completion of the repairs. (3) It is expressly understood that if Landlord shall be delayed from substantially completing the repairs due to any acts of Tenant, its agents, servants, employees or contractors, including, without limitation, by reason of the performance of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), by reason of Tenant's failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with any of Tenant's obligations described or referred to in this Lease, or if such repairs are not completed because under good construction scheduling practice such repairs should be performed after completion of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), then such repairs shall be deemed substantially complete on the date when the repairs would have been substantially complete but for such delay and the expiration of the abatement of the Tenant's obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs occasioned by such delay shall be paid by Tenant to Landlord within fifteen (15) Business Days after demand, as additional rent. Section 10.2. Anything contained in Section 10.1 hereof to the contrary notwithstanding, if the Building shall be so damaged by fire or other casualty that, in Landlord's opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then Landlord, at Landlord's option, may, not later than ninety (90) days following the damage, give Tenant a notice in writing terminating this Lease, provided that if the Premises are not substantially damaged or rendered substantially untenantable, Landlord may not terminate this Lease unless it shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building (excluding any rentable area occupied by Landlord or its Affiliates). If Landlord elects to terminate this Lease, the Term shall expire upon a date set by Landlord, but not sooner than the tenth (10th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. Upon the termination of this Lease under the conditions provided for in this Section 10.2, the Fixed Rent and Escalation Rent shall be apportioned and any prepaid portion of Fixed Rent and Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. (A) Within forty-five (45) days after notice to Landlord of any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant a statement prepared by a reputable contractor setting forth such contractor's estimate as to the time required to repair such damage, exclusive of time required to repair any Specialty Alterations (which are Tenant's obligation to repair) or to perform Long Lead Work. If the estimated time period exceeds twelve (12) months from the date of such statement, Tenant may elect to terminate this Lease by notice to Landlord not later than thirty (30) days following receipt of such statement. If Tenant makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. If Tenant shall not have elected to terminate this Lease pursuant to this Article 10 (or is not entitled to terminate this Lease pursuant to this Article 10), the damages shall be diligently repaired by and at the expense of Landlord as set forth in Section 10.1 hereof. (B) Notwithstanding the foregoing, if the Premises shall be substantially damaged during the last year of the Term, Landlord or Tenant may elect by notice, given within thirty (30) days after the occurrence of such damage, to terminate this Lease and if either party makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by either party to the other party, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. (C) Except as expressly set forth in this Section 10.3, Tenant shall have no other options to cancel this Lease under this Article 10. Section 10.4. This Article 10 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case. Section 10.5. The parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance, provided, however, that the release, discharge, exoneration and covenant not to xxx herein contained shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation provision. If either party shall be unable to obtain the inclusion of such clause even with the payment of an additional premium, then such party shall attempt to name the other party as an additional insured (but not a loss payee) under the policy. If the payment of an additional premium is required for naming the other party as an additional insured (but not a loss payee), each party shall advise the other of the amount of any such additional premium and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium or if it shall not be possible to have the other party named as an additional insured (but not loss payee), even with the payment of an additional premium, then (in either event) such party shall so notify the first party and the first party shall not have the obligation to name the other party as an additional insured. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant's Property or Specialty Alterations or any other Alteration prior to the completion of the Initial Alterations, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant's business.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (Aa) If Subject to the provisions of Subsection 10.l(b) below, if the Premises (including the Alterations) shall be damaged rendered untenable by fire or other casualty, Landlord shall restore the Premises (excluding Tenant’s trade fixtures and if Tenant improvements) and make them tenable as soon as possible. Rent shall give prompt notice thereof to Landlord, xxxxx during the damage period of untenability in proportion to the area of the Premises rendered untenable, and for ninety (90) days after its delivery to Tenant in a repaired condition by Landlord to allow Tenant to refixture the Premises, but excluding damage to the Alterations and Tenant’s Property, . All such restoration shall be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until completed within one hundred twenty (120) days after such repairs of date of the casualty or Tenant shall be substantially completed (of which substantial completion entitled to terminate this Lease in its sole discretion. Landlord shall promptly notify Tenantadvise Tenant within thirty (30) the Fixed Rent, Escalation Rent and Space Factor shall be reduced in the proportion which the area days of the part of any casualty whether Landlord can rebuild the Premises which is not usable by Tenant (and not actually used by Tenant), bears to the total area within such period of the Premisestime. Tenant shall cooperate with have the right to extend such period of time for rebuilding by written notice to Landlord in connection with the making of such repairs, including without limitation, the making or settlement of any insurance claimsfrom time-to-time. Landlord shall have no obligation attempt to repair any damage toprovide in existing and future financing documents that it has a right to rebuild for such purpose if there is an insurable casualty and to receive the insurance proceeds for such purposes. (b) If the Premises, or to replace, any Alterations or Tenant’s Property. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this Section. Anything contained herein to the contrary notwithstanding, if building that the Premises (including any Alterations) are a part, shall be so damaged by fire or other casualty at that demolition or substantial reconstruction (more than forty (40%) percent of their initial cost) is required during the last year of any time prior Lease Term or Extended Lease Term, unless Tenant elects to extend the Lease Term by exercise of an Option Right, then Landlord may terminate this Lease by notifying the Tenant of such termination within thirty (30) days after the date of such damage. Rent shall be prorated to the completion date of such a termination. If Tenant extends the Lease Term, Landlord must rebuild as required herein. (c) Tenant shall immediately notify Landlord of the Initial Alterations, Landlord’s obligation to repair occurrence of a fire or other casualty at the Premises and shall, at its expense, restore or replace its personal property, fixtures and tenant improvements. There shall be limited no abatement of Rent during any delay caused by the failure of Tenant to complete its restoration and repair work unless due to acts or omissions of the Premises to substantially the condition of the Premises on the Commencement Date with such modifications as shall be required in order to comply with RequirementsLandlord.

DESTRUCTION-FIRE OR OTHER CAUSE. Section 10.1 (A) If the portion of the Building in which the Premises (including the Alterations) are located shall be damaged by fire or other casualty, and if Tenant shall give prompt immediate notice thereof to Landlord and this Lease shall continue in full force and effect except as hereinafter specifically set forth. Provided this Lease shall not then or thereafter be terminated in accordance with the provisions of this Article 10, upon Tenant giving notice thereof to Landlord, the damage to the Premises, but excluding damage Basic Construction of the Building shall diligently be repaired by Landlord to a condition substantially comparable (subject to changes Landlord shall deem reasonable and desirable) to the Alterations and Tenant’s Property, shall be diligently repaired by and at the expense of Landlord to substantially the condition existing prior to the damage, with such modifications as shall be required in order to comply with Requirements, and from the date of such damage until one hundred twenty (120) days after such repairs “Landlord’s Restoration Work”). Until the Landlord’s Restoration Work shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) ), the Fixed Rent, Rent and Escalation Rent and Space Factor shall be reduced in the proportion which the floor area of the part of the Premises which is not usable by Tenant (and not actually used by Tenant)reason of such damage to the Basic Construction of the Building, as determined by Landlord in its reasonable discretion, bears to the total floor area of the Premises; provided, however, that should Tenant or anyone claiming through or under Tenant reoccupy a portion of the Premises (for purposes of performing Tenant’s Restoration Work or otherwise) as to which the abatement is in effect during the period Landlord’s Restoration Work is being performed, Fixed Rent and Escalation Rent shall be appropriately increased to reflect Tenant’s occupancy of such floor area. Tenant shall cooperate with Landlord in connection with the making of such repairs, including without limitation, the making or settlement of any insurance claims. Landlord shall have no obligation to repair any damage to, or to replace, any replace and restore all Alterations or and Tenant’s PropertyProperty to substantially the condition existing prior to the damage (“Tenant’s Restoration Work”) as soon as possible after the damage or destruction. Such work by Tenant shall be deemed an Alteration for the purposes of Article 3. The proceeds of insurance policies providing coverage for Tenant’s Restoration Work shall be paid to Landlord, and if this Lease shall not be terminated pursuant to Section 10.2, Landlord shall use its reasonable efforts make such proceeds available for restoration as set forth above in accordance with an escrow arrangement reasonably satisfactory to minimize interference with Landlord and Tenant’s use and occupancy in making any repairs pursuant to this Section. Section 10.2 (A) Anything contained herein in Section 10.1 to the contrary notwithstanding, if (i)(x) the Premises shall be totally or substantially (including any Alterationsi.e. for this purpose more than seventy-five (75%) are percent of insurable value) damaged or destroyed (as reasonably estimated in such case by a reputable contractor registered architect or licensed engineer designated by Landlord) or (y) if the Building shall be so damaged by fire or other casualty at any time prior to the completion that, in Landlord’s sole opinion, substantial alteration, demolition or reconstruction of the Initial Alterations, Landlord’s obligation to repair Building shall be required (whether or not the Premises shall be limited to repair have been damaged or rendered untenantable), and (ii) Landlord cancels the leases of other tenants in the Building which demise, in the aggregate, at least fifty (50%) percent of the Premises to substantially the condition entire rentable square footage of the Premises on space in the Commencement Date with such modifications as Building (excluding the retail portion) that shall be required leased at the time of the casualty, then Landlord, at Landlord’s option, may, not later than ninety (90) days following the damage, give Tenant a notice terminating this Lease. If Landlord elects to terminate this Lease, the Term shall expire upon the date specified in order Landlord’s termination notice but not earlier than the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to comply with RequirementsLandlord. Upon the termination of this Lease under the conditions provided for in this Section 10.2, Tenant’s liability for Fixed Rent and Escalation Rent shall cease for amounts not then due and owing and any prepaid portion of Fixed Rent and Escalation Rent for any period after the date the Lease was so terminated shall be refunded by Landlord to Tenant.