Common use of Destruction of the Premises Property Loss or Damage Clause in Contracts

Destruction of the Premises Property Loss or Damage. Section 12.1 If the Premises shall be damaged by fire or other casualty, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt written notice thereof to Landlord, and the damage (i) to the Building shall be repaired by and at the expense of Landlord so that access to the Premises shall be substantially the same as existed immediately prior to the damage and all Building Systems are in good working order and condition as same existed immediately prior to the damage, and (ii) to the Premises shall be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows, curtain wall and other structural elements of the Building located in the Premises (the “Base Building Restoration”), and (B) by Tenant as to all other elements of the Premises, including Tenant’s Alterations, Tenant’s Alterations and Tenant’s fixtures, equipment and personal property and the Premises Equipment. Commencing on the date of such fire or other casualty, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises which is neither usable nor used by Tenant bears to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be adequately usable or accessible and Tenant is unable to adequately conduct its business in the remaining portion of the Premises, then Fixed Rent and Additional Rent shall be entirely abated), until the earlier to occur of (1) ninety (90) days after the date the Base Building Restoration shall be substantially completed, or (2) the date Tenant shall resume full occupancy of the Premises for the conduct of its business. Unless caused by Landlord’s gross negligence or intentionally wrongful acts or omissions, Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Alterations, Tenant’s Property, Tenant’s fixtures, equipment and personal property, or the Premises Equipment. Section 12.2 Notwithstanding anything to the contrary set forth in Section 12.1, 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 the total cost to repair and rebuild the Building following such damage would cost fifty percent (50%) or more of the full replacement cost of the Building (the “Threshold Repair Cost”), then in any of such events, Landlord may, not later than one hundred twenty (120) days following the date of the damage, give Tenant a notice in writing terminating this Lease; provided, however, that if the Building was damaged as provided in this sentence and the cost to repair and rebuild the Building would equal or exceed such Threshold Repair Cost, and Landlord elects to terminate this Lease, Tenant may, on written notice to Landlord (the “Continuation Notice”) given within forty five (45) days after Tenant’s receipt of Landlord’s termination notice, elect to continue this Lease and nullify Landlord’s election to terminate this Lease in which case this Lease shall continue; provided, however, Tenant shall be solely obligated for any required Base Building Restoration regarding the Premises. If this Lease is so terminated, the Term shall expire upon the thirtieth (30th) day after such notice by Landlord is given (the “Casualty Termination Date”), and Tenant shall vacate the Premises and surrender the same to Landlord as soon as reasonably practicable thereafter. Upon the termination of this Lease under the conditions provided for in this Section 12.2, Tenant’s liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant. Notwithstanding the foregoing, if Landlord terminates this Lease pursuant to this Section 12.2 and Landlord (or its successor) thereafter rebuilds and repairs the Building within two (2) years after such date of the termination of this Lease, Landlord (or its successor) shall provide notice thereof to Tenant, and Tenant shall have the right upon notice to Landlord (or its successor), given within sixty (60) days of the receipt of such notice from Landlord (or its successor) to reinstate this Lease for the remaining term of this Lease (including any renewal rights) as to the amount and type of space demised under this Lease or if less, the amount of space available for third party use as if this Lease had not been terminated, all upon the terms and provisions and Rent provided in this Lease. Notwithstanding the foregoing (x) Tenant shall not have the forgoing right to reinstate this Lease unless Landlord (or its successor) is prepared to offer to a third party at least 15,000 usable square feet of space in the Building (or replacement thereof) for use as a data center and (y) if this Lease is reinstated and the space available to Tenant is smaller in size than the Premises demised hereunder, then the Fixed Rent and Additional Rent (and any other provision of this Lease that would vary with the size of the space) will be adjusted on a pro-rata basis. This provision shall survive the expiration or termination of this Lease. (a) If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall not have terminated this Lease pursuant to Section 12.2, Landlord shall, within seventy-five (75) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed (the “Build Period”). If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be one hundred and fifty (150) days following the date of such damage or destruction or if the same is not restored within thirty (30) days after the Build Period, Tenant shall have the additional right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt of the Restoration Notice or, if applicable, sixty (60) days after the Build Period. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. (b) Notwithstanding the provisions of Section 12.3(a), if within the last nine (9) months of the Term (unless Tenant shall have duly exercised any renewal right expressly provided herein, if applicable) the Premises shall be totally or substantially damaged or destroyed, either Landlord or Tenant shall have the right to terminate this Lease by notice to the other not later than thirty (30) days following the date of such damage or destruction, whereupon this Lease shall be deemed terminated as provided in Section 12.2.

Destruction of the Premises Property Loss or Damage. Section 12.1 (a) If the Premises shall be are damaged by fire or other casualty, or if the Building shall be is so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt written notice thereof to Landlord, and the damage (i) to the Building shall be repaired by and at the expense of Landlord so that access to the Premises shall be substantially the same as existed immediately prior to the damage and all Building Systems are in good working order and condition as same existed immediately prior to the damage, and (ii) to the Premises shall be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows, curtain wall and other structural elements of the Building located in the Premises, and the Building Systems to the point of delivery to the Premises (the “Base Building Restoration”), and (B) by Tenant as to all other elements of the Premises, including Tenant’s Alterations, Tenant’s Alterations and Tenant’s fixtures, equipment and personal property and the Premises EquipmentProperty. Commencing on the date of such fire or other casualty, Fixed Rent and Additional Rent shall be reduced in the proportion which that the area of the part of the Premises which that is neither usable nor used by Tenant bears to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be adequately usable or accessible and Tenant is unable to adequately conduct its business in the remaining portion of the Premises, then Fixed Rent and Additional Rent shall be entirely abated), until the earlier to occur of (1) ninety one hundred fifty (90150) days after the date the Base Building Restoration shall be substantially completedSubstantially Completed, or (2) the date Tenant or any Tenant Party shall resume full occupancy of the Premises for the conduct of its business. Unless caused by Landlord’s gross negligence or intentionally wrongful acts or omissions, Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Alterations, Alterations or Tenant’s Property, Tenant’s fixtures, equipment and personal property, or the Premises Equipment. Section 12.2 Notwithstanding anything to the contrary set forth in Section 12.1, if (a) the Premises are totally damaged or are rendered wholly untenantable, or (b) the Building shall be so damaged or destroyed 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 are damaged or rendered untenantabledestroyed) and such that (i) the total cost to repair and rebuild of restoration would require the Building following such damage would cost fifty percent expenditure of more than thirty-five (5035%) or more percent of the full replacement cost insurable value of the Building immediately prior to the casualty, and (ii) as a result thereof, Landlord shall have terminated the “Threshold Repair Cost”)leases of tenants occupying not less than thirty-five percent (35%) of the floor area of the portion of the Building extending twelve (12) full column bays west from Eighth Avenue, and from the ground floor to the roof, then in any of such eventsevent, Landlord may, not later than one hundred twenty sixty (12060) days following the date of the damage, give Tenant a notice in writing terminating this Lease; provided, however, that if the Building was damaged as provided in this sentence and the cost to repair and rebuild the Building would equal or exceed such Threshold Repair Cost, and Landlord elects to terminate this Lease, Tenant may, on written notice to Landlord (the “Continuation Notice”) given within forty five (45) days after Tenant’s receipt of Landlord’s termination notice, elect to continue this Lease and nullify Landlord’s election to terminate this Lease in which case this Lease shall continue; provided, however, Tenant shall be solely obligated for any required Base Building Restoration regarding the Premises. If this Lease is so terminated, the Term shall expire upon the thirtieth tenth (30th10th) day after such notice by Landlord is given (the “Casualty Termination Date”)given, and Tenant shall vacate the Premises and surrender the same Premises to Landlord as soon as reasonably practicable thereafter. Upon the termination of this Lease under the conditions provided for in this Section 12.2, Tenant’s liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and Landlord shall refund to Tenant the Security Deposit and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant. Notwithstanding the foregoing, if Landlord terminates this Lease pursuant to this Section 12.2 and Landlord (or its successor) thereafter rebuilds and repairs the Building within two (2) years after such date of the termination of this Lease, Landlord (or its successor) shall provide notice thereof to Tenant, and Tenant shall have the right upon notice to Landlord (or its successor), given within sixty (60) days of the receipt of such notice from Landlord (or its successor) to reinstate this Lease for the remaining term of this Lease (including any renewal rights) as to the amount and type of space demised under this Lease or if less, the amount of space available for third party use as if this Lease had not been terminated, all upon the terms and provisions and Rent provided in this Lease. Notwithstanding the foregoing (x) Tenant shall not have the forgoing right to reinstate this Lease unless Landlord (or its successor) is prepared to offer to a third party at least 15,000 usable square feet of space in the Building (or replacement thereof) for use as a data center and (y) if this Lease is reinstated and the space available to Tenant is smaller in size than the Premises demised hereunder, then the Fixed Rent and Additional Rent (and any other provision of this Lease that would vary with the size of the space) will be adjusted on a pro-rata basis. This provision shall survive the expiration or termination of this Leasedate. Section 12.3 (a) If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall not have terminated this Lease pursuant to Section 12.2, Landlord shall, within seventy-five sixty (7560) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed (the “Build Period”)Substantially Completed. If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be one hundred and fifty within twelve (15012) days months following the date of such damage or destruction or if the same is not restored within thirty (30) days after the Build Perioddestruction, Tenant shall have the additional right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty forty-five (3045) days following receipt of the Restoration Notice or, if applicable, sixty (60) days after the Build PeriodNotice. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. . Notwithstanding anything set forth to the contrary in this Article 12, in the event that a fire or other casualty rendering the Premises wholly untenantable, or that causes substantial damage to the Premises or prevents access thereto, shall occur during the final eighteen (b) Notwithstanding the provisions of Section 12.3(a), if within the last nine (918) months of the Term (unless Tenant shall have duly exercised any renewal right expressly provided herein, if applicable) the Premises shall be totally or substantially damaged or destroyedTerm, either Landlord or Tenant shall have the right to may terminate this Lease by notice to giving the other not later than thirty (30) days following the date of such damage or destruction, whereupon this Lease shall be deemed terminated party a Termination Notice as provided in Section 12.2set forth herein.

Destruction of the Premises Property Loss or Damage. Section 12.1 (a) If the Premises shall be damaged by fire or other casualty, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt written notice thereof to Landlord, and the damage (i) to the Building shall be repaired by and at the expense of Landlord so that access to and use of the Premises shall be substantially the same as existed immediately prior to the damage and all Building Systems are in good working order and condition as same existed immediately prior to the damage, and (ii) to the Premises shall be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows, curtain wall and other structural elements of the Building located in the Premises (the “"Base Building Restoration”"), and (B) by Tenant as to all other elements of the Premises, including Tenant’s Alterations, Tenant’s 's Alterations and Tenant’s fixtures, equipment and personal property and the Premises Equipment's Property. Commencing on the date of such fire or other casualty, Fixed Base Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises which is is- neither usable for the conduct of Tenant's business nor used by Tenant bears to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be adequately usable or accessible and Tenant is unable to adequately conduct its business in the remaining portion of the Premises, then Fixed Base Rent and Additional Rent shall be entirely abated), until the earlier to occur of (1) ninety (90) days after the date the Base Building Restoration shall be substantially completedSubstantially Completed, or (2) the date Tenant shall resume full occupancy of the Premises for the conduct of its business. Unless caused by Landlord’s gross negligence or intentionally wrongful acts or omissions, Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Alterations, 's Alterations or Tenant’s 's Property, Tenant’s fixtures, equipment and personal property, or the Premises Equipment. Section 12.2 Notwithstanding anything to the contrary set forth in Section 12.1, if the Building shall be so damaged by fire or other casualty that, in Landlord’s 's reasonable 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 such restoration shall not be substantially completed on or before the date which shall be twelve (12) and months following the total cost to repair and rebuild the Building following date of such damage would cost fifty percent (50%) or more of the full replacement cost of the Building (the “Threshold Repair Cost”)destruction, then in any of such events, Landlord may, not later than one hundred twenty sixty (12060) days following the date of the damage, give Tenant a notice in writing terminating this Lease; provided, however, that if provided Landlord similarly terminates the leases of other tenants in the Building was damaged as provided in this sentence and covering at least fifty percent (50%) of the cost to repair and rebuild the Building would equal or exceed such Threshold Repair Cost, and Landlord elects to terminate this Lease, Tenant may, on written notice to Landlord Rentable Square Footage (the “Continuation Notice”) given within forty five (45) days after Tenant’s receipt exclusive of Landlord’s termination notice, elect to continue this Lease and nullify Landlord’s election to terminate this Lease in which case this Lease shall continue; provided, however, Tenant shall be solely obligated for any required Base Building Restoration regarding the Premises) of the then leased portions of the Building. If this Lease is so terminated, the Term shall expire upon the thirtieth tenth (30th10th) day after such notice by Landlord is given (the “Casualty Termination Date”)given, and Tenant shall vacate the Premises and surrender the same to Landlord as soon as reasonably practicable thereafter. Upon the termination of this Lease under the conditions provided for in this Section 12.2, Tenant’s 's liability for Fixed Base Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Base Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant. Notwithstanding the foregoing, if Landlord terminates this Lease pursuant to this Section 12.2 and Landlord (or its successor) thereafter rebuilds and repairs the Building within two (2) years after such date of the termination of this Lease, Landlord (or its successor) shall provide notice thereof to Tenant, and Tenant shall have the right upon notice to Landlord (or its successor), given within sixty (60) days of the receipt of such notice from Landlord (or its successor) to reinstate this Lease for the remaining term of this Lease (including any renewal rights) as to the amount and type of space demised under this Lease or if less, the amount of space available for third party use as if this Lease had not been terminated, all upon the terms and provisions and Rent provided in this Lease. Notwithstanding the foregoing (x) Tenant shall not have the forgoing right to reinstate this Lease unless Landlord (or its successor) is prepared to offer to a third party at least 15,000 usable square feet of space in the Building (or replacement thereof) for use as a data center and (y) if this Lease is reinstated and the space available to Tenant is smaller in size than the Premises demised hereunder, then the Fixed Rent and Additional Rent (and any other provision of this Lease that would vary with the size of the space) will be adjusted on a pro-rata basis. This provision shall survive the expiration or termination of this Lease. (a) If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall not have terminated this Lease pursuant to Section 12.2, Landlord shall, within seventy-five (75) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed (the “Build Period”). If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be one hundred and fifty (150) days following the date of such damage or destruction or if the same is not restored within thirty (30) days after the Build Period, Tenant shall have the additional right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt of the Restoration Notice or, if applicable, sixty (60) days after the Build Period. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. (b) Notwithstanding the provisions of Section 12.3(a), if within the last nine (9) months of the Term (unless Tenant shall have duly exercised any renewal right expressly provided herein, if applicable) the Premises shall be totally or substantially damaged or destroyed, either Landlord or Tenant shall have the right to terminate this Lease by notice to the other not later than thirty (30) days following the date of such damage or destruction, whereupon this Lease shall be deemed terminated as provided in Section 12.2.

Destruction of the Premises Property Loss or Damage. Section 12.1 (a) If the Premises shall be are damaged by fire or other casualty, or if the Building shall be is so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt written notice thereof to Landlord, and the damage (i) to the Building shall be repaired by and at the expense of Landlord so that access to the Premises shall be substantially the same as existed immediately prior to the damage and all Building Systems are in good working order and condition as same existed immediately prior to the damage, and (ii) to the Premises shall be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows, curtain wall and other structural elements of the Building located in the Premises, and the Building Systems to the point of delivery to the Premises (the “Base Building Restoration”), and (B) by Tenant as to all other elements of the Premises, including Tenant’s Alterations, Tenant’s Alterations and Tenant’s fixtures, equipment and personal property and the Premises EquipmentProperty. Commencing on the date of such fire or other casualty, Fixed Rent and Additional Rent shall be reduced in the proportion which that the area of the part of the Premises which that is neither usable nor used by Tenant bears to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be adequately usable or accessible and Tenant is unable to adequately conduct its business in the remaining portion of the Premises, then Fixed Rent and Additional Rent shall be entirely abated), until the earlier to occur of (1) ninety one hundred fifty (90150) days after the date the Base Building Restoration shall be substantially completedSubstantially Completed, or (2) the date Tenant shall resume full occupancy of the Premises for the conduct of its business. Unless caused by Landlord’s gross negligence or intentionally wrongful acts or omissions, Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Alterations, Alterations or Tenant’s Property, Tenant’s fixtures, equipment and personal property, or the Premises Equipment. Section 12.2 Notwithstanding anything to the contrary set forth in Section 12.1, if (a) the Premises are totally damaged or are rendered wholly untenantable, or (b) the Building shall be so damaged or destroyed 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 are damaged or rendered untenantabledestroyed) and such that (i) the total cost to repair and rebuild of restoration would require the Building following such damage would cost fifty percent expenditure of more than thirty-five (5035%) or more percent of the full replacement cost insurable value of the Building immediately prior to the casualty, and (ii) as a result thereof, Landlord shall have terminated the “Threshold Repair Cost”)leases of tenants occupying not less than thirty-five percent (35%) of the floor area of the portion of the Building extending twelve (12) full column bays west from Eighth Avenue, and from the ground floor to the roof, then in any of such eventsevent, Landlord may, not later than one hundred twenty sixty (12060) days following the date of the damage, give Tenant a notice in writing terminating this Lease; provided, however, that if the Building was damaged as provided in this sentence and the cost to repair and rebuild the Building would equal or exceed such Threshold Repair Cost, and Landlord elects to terminate this Lease, Tenant may, on written notice to Landlord (the “Continuation Notice”) given within forty five (45) days after Tenant’s receipt of Landlord’s termination notice, elect to continue this Lease and nullify Landlord’s election to terminate this Lease in which case this Lease shall continue; provided, however, Tenant shall be solely obligated for any required Base Building Restoration regarding the Premises. If this Lease is so terminated, the Term shall expire upon the thirtieth tenth (30th10th) day after such notice by Landlord is given (the “Casualty Termination Date”)given, and Tenant shall vacate the Premises and surrender the same Premises to Landlord as soon as reasonably practicable thereafter. Upon the termination of this Lease under the conditions provided for in this Section 12.2, Tenant’s liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and Landlord shall refund to Tenant the Security Deposit and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant. Notwithstanding the foregoing, if Landlord terminates this Lease pursuant to this Section 12.2 and Landlord (or its successor) thereafter rebuilds and repairs the Building within two (2) years after such date of the termination of this Lease, Landlord (or its successor) shall provide notice thereof to Tenant, and Tenant shall have the right upon notice to Landlord (or its successor), given within sixty (60) days of the receipt of such notice from Landlord (or its successor) to reinstate this Lease for the remaining term of this Lease (including any renewal rights) as to the amount and type of space demised under this Lease or if less, the amount of space available for third party use as if this Lease had not been terminated, all upon the terms and provisions and Rent provided in this Lease. Notwithstanding the foregoing (x) Tenant shall not have the forgoing right to reinstate this Lease unless Landlord (or its successor) is prepared to offer to a third party at least 15,000 usable square feet of space in the Building (or replacement thereof) for use as a data center and (y) if this Lease is reinstated and the space available to Tenant is smaller in size than the Premises demised hereunder, then the Fixed Rent and Additional Rent (and any other provision of this Lease that would vary with the size of the space) will be adjusted on a pro-rata basis. This provision shall survive the expiration or termination of this Leasedate. Section 12.3 (a) If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall not have terminated this Lease pursuant to Section 12.2, Landlord shall, within seventy-five sixty (7560) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed (the “Build Period”)Substantially Completed. If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be one hundred and fifty within twelve (15012) days months following the date of such damage or destruction or if the same is not restored within thirty (30) days after the Build Perioddestruction, Tenant shall have the additional right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty forty-five (3045) days following receipt of the Restoration Notice or, if applicable, sixty (60) days after the Build PeriodNotice. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. . Notwithstanding anything set forth to the contrary in this Article 12, in the event that a fire or other casualty rendering the Premises wholly untenantable, or that causes substantial damage to the Premises or prevents access thereto, shall occur during the final eighteen (b) Notwithstanding the provisions of Section 12.3(a), if within the last nine (918) months of the Term (unless Tenant shall have duly exercised any renewal right expressly provided herein, if applicable) the Premises shall be totally or substantially damaged or destroyedTerm, either Landlord or Tenant shall have the right to may terminate this Lease by notice to giving the other not later than thirty (30) days following the date of such damage or destruction, whereupon this Lease shall be deemed terminated party a Termination Notice as provided in Section 12.2set forth herein.

Destruction of the Premises Property Loss or Damage. Section 12.1 If the Premises shall be damaged by fire or other casualty, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt written notice thereof to Landlord, and the damage (i) to the Building shall be repaired by and at the expense Landlord in case of Landlord so that access to the Premises shall be substantially the same as existed immediately prior to the damage and all Building Systems are in good working order and condition as same existed immediately prior to the damage, and (ii) to the Premises shall be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows, curtain wall and other structural elements of the Building located in the Premises (the “Base Building Restoration”), and (B) by Tenant as to all other elements of the Premises, including Tenant’s Alterations, Tenant’s Alterations and Tenant’s fixtures, equipment and personal property and the Premises Equipment. Commencing on the date of such fire or other casualty, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises which is neither usable nor used by Tenant bears to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be adequately usable or accessible and Tenant is unable to adequately conduct its business in the remaining portion of the Premises, then Fixed Rent and Additional Rent shall be entirely abated), until the earlier to occur of (1) ninety (90) days after the date the Base Building Restoration shall be substantially completed, or (2) the date Tenant shall resume full occupancy of the Premises for the conduct of its business. Unless caused by Landlord’s gross negligence or intentionally wrongful acts or omissions, Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Alterations, Tenant’s Property, Tenant’s fixtures, equipment and personal property, or the Premises Equipment. Section 12.2 Notwithstanding anything to the contrary set forth in Section 12.1, if the Building shall be so damaged by fire or other casualty that, in Landlord’s opinion, substantial alteration, demolition, or reconstruction the Premises promptly after Tenant obtains knowledge thereof. If (a) so much of the New Tower Building shall be required is damaged or rendered untenantable (whether or not the Premises shall have been damaged or rendered untenantable) and the total cost to repair and rebuild the Building following such damage would cost fifty percent (50%) or more of the full replacement cost of the Building (the “Threshold Repair Cost”), then in any of such events, Landlord may, not later than one hundred twenty (120) days following the date of the damage, give Tenant a notice in writing terminating this Lease; provided, however, that if the Building was damaged as provided in this sentence and the cost to repair and rebuild the Building would equal or exceed such Threshold Repair Cost, and Landlord elects to terminate this Lease, Tenant may, on written notice to Landlord (the “Continuation Notice”) given within forty five (45) days after Tenant’s receipt of Landlord’s termination notice, elect to continue this Lease and nullify Landlord’s election to terminate this Lease in which case this Lease shall continue; provided, however, Tenant portion thereof shall be solely obligated for any required Base Building Restoration regarding the Premises. If this Lease is so terminated, the Term shall expire upon the thirtieth (30thdamaged) day after such notice by Landlord is given (the “Casualty Termination Date”), and Tenant shall vacate the Premises and surrender the same to Landlord as soon as reasonably practicable thereafter. Upon the termination of this Lease under the conditions provided for in this Section 12.2, Tenant’s liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Rent cause that Landlord shall determine not to restore the same or Additional Rent for any period after such date shall be refunded by Landlord to Tenant. Notwithstanding demolish the foregoing, if Landlord terminates this Lease pursuant to this Section 12.2 and Landlord remainder thereof or (or its successor) thereafter rebuilds and repairs the Building within two (2) years after such date of the termination of this Lease, Landlord (or its successor) shall provide notice thereof to Tenant, and Tenant shall have the right upon notice to Landlord (or its successor), given within sixty (60) days of the receipt of such notice from Landlord (or its successor) to reinstate this Lease for the remaining term of this Lease (including any renewal rights) as to the amount and type of space demised under this Lease or if less, the amount of space available for third party use as if this Lease had not been terminated, all upon the terms and provisions and Rent provided in this Lease. Notwithstanding the foregoing (x) Tenant shall not have the forgoing right to reinstate this Lease unless Landlord (or its successor) is prepared to offer to a third party at least 15,000 usable square feet of space in the Building (or replacement thereof) for use as a data center and (yb) if this Lease is reinstated and the space available to Tenant is smaller in size than the Premises demised hereunder, then the Fixed Rent and Additional Rent (and any other provision of this Lease that would vary with the size of the space) will shall suffer damage or be adjusted on a pro-rata basis. This provision shall survive the expiration or termination of this Lease. (a) If the Premises are damaged rendered untenantable by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall not have terminated this Lease pursuant to Section 12.2, Landlord shall, within seventy-five reasonably determine (75i) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which that such contractor or architect believes the restoration portion of the Premises shall be substantially completed (the “Build Period”). If the Restoration Notice shall indicate that the restoration shall cannot be substantially completed on reasonably expected to be restored or before rendered tenantable under a normal working schedule within a period of eighteen (18) months after the date which shall be one hundred and fifty (150) days following the date occurrence of such damage or destruction or if (ii) that any Mortgagee will not permit Landlord to apply the same is not restored within thirty (30) days after net proceeds of Landlord’s insurance to the Build Period, Tenant shall have the additional right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt restoration of the Restoration Notice orNew Tower Building or the Premises, if applicable, sixty (60) days after the Build Period. If then and in any such event Landlord shall notify Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. (b) Notwithstanding the provisions of Section 12.3(a), if within the last nine (9) months of the Term (unless Tenant shall have duly exercised any renewal right expressly provided herein, if applicable) the Premises shall be totally or substantially damaged or destroyed, either Landlord or Tenant determination and shall have the right to terminate this Lease by notice to the other not later than thirty Tenant given within ninety (3090) days following of the date occurrence of such fire or other casualty. If either (y) the Premises shall be totally or substantially damaged or rendered wholly or substantially untenantable (whether or not any other portions of the New Tower Building shall be damaged) or (z) the New Tower Building shall be substantially damaged, so that Tenant’s access to and use and enjoyment of the Premises shall be rendered substantially impossible, whether or not the Premises shall be damaged, and in case of either (y) or (z) Landlord determines that the same cannot reasonably be expected to be restored or rendered tenantable under a normal working schedule within a period of eighteen (18) months after the occurrence of such damage or destruction, whereupon then Landlord shall promptly notify Tenant of such fact (the “Casualty Notice”) and within thirty (30) days thereafter either Landlord or Tenant may terminate this Lease by notice to the other party. If during the last eighteen (18) months of the Term (including any exercised renewal or extension thereof) the New Tower Building or the Premises shall be deemed terminated as provided damaged by fire or casualty, and if such fire or casualty damage, whether to the Premises or the New Tower Building, cannot, in Section 12.2.Landlord’s reasonable determination, be expected to be repaired or restored within one hundred eighty (180) days from the time that repair or restoration work would commence or prior to the Expiration Date, whichever first occurs, then Landlord shall promptly notify Tenant of such fact, and within thirty

Destruction of the Premises Property Loss or Damage. Section 12.1 (a) If the Premises shall be damaged by fire or other casualty, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt written notice thereof to Landlord, and the damage (i) to the Building shall be repaired by and at the expense of Landlord so that access to the Premises shall be substantially the same as existed immediately prior to the damage and all Building Systems are in good working order and condition as same existed immediately prior to the damage, and (ii) to the Premises including Tenant's Alterations, but excluding Tenant's Property. Until such repairs shall be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows, curtain wall and other structural elements of the Building located in the Premises (the “Base Building Restoration”), and (B) by Tenant as to all other elements of the Premises, including Tenant’s Alterations, Tenant’s Alterations and Tenant’s fixtures, equipment and personal property and the Premises Equipment. Commencing on the date of such fire or other casualtysubstantially completed, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises which is neither usable nor used by Tenant bears to the total Premises Area (provided, however, that in the event that ninety percent (90%) or more of the floor area of the Premises shall be so damaged so as not to be adequately usable or accessible usable, and Tenant is unable to adequately conduct its business in the remaining portion of the Premises, or if the Premises shall be rendered inaccessible, then Fixed Rent and Additional Rent shall be entirely abated). Tenant shall pay to Landlord all proceeds of insurance policies covering Tenant's Alterations, until the earlier to occur of (1) ninety (90) days after the date the Base Building Restoration and such proceeds shall be substantially completed, or (2) used by Landlord in the date Tenant shall resume full occupancy repair of the Premises for the conduct of its businessTenant's Alterations. Unless caused by Landlord’s gross negligence or intentionally wrongful acts or omissions, Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s 's Property. (b) Concurrently with the collection of any insurance proceeds attributable to damage to Tenant's Alterations (or the payment by Tenant to Landlord of an amount equal to such insurance proceeds, pending collection of such proceeds from its insurer), and as a condition precedent to Landlord's obligation to commence those repairs to Tenant's Alterations required to be performed by Landlord pursuant to this Section 11.1, Tenant shall pay to Landlord (i) the amount of any deductible under the policy insuring Tenant's Alterations, and (ii) the amount, if any, by which the cost of repairing and restoring Tenant’s Property's Alterations, Tenant’s fixturesas estimated by a reputable independent contractor designated by Landlord, equipment and personal propertyexceeds the available insurance proceeds therefor; provided, or however, that Tenant may dispute the Premises Equipment. Section 12.2 Notwithstanding anything to reasonableness of such estimate by arbitration of the contrary issue in accordance with the procedural provisions set forth in Section 12.130.6. If the arbitrator determines such estimate to have been reasonable, Tenant's payment shall be calculated based upon such estimate; and if the arbitrator determines such estimate to have been unreasonable, the arbitrator shall, without hearing any additional submission of evidence or arguments by the parties, further determine the highest reasonable estimate, and Tenant's payment shall be calculated based upon such estimate. The amounts finally determined to be due in accordance with this Section 11.1(b) constitute Additional Rent under this Lease and shall be payable by Tenant to Landlord upon demand. (a) If the Building shall be so damaged by fire or other casualty that, in Landlord’s 's reasonable 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 the total cost to repair and rebuild the Building following such damage would cost fifty percent (50%) or more of the full replacement cost of the Building (the “Threshold Repair Cost”), then in any of such events, Landlord may, not later than one hundred twenty sixty (12060) days following the date of the damage, give Tenant a notice in writing terminating this Lease; provided, however, that if provided (i) Landlord similarly terminates the leases of other tenants in the Building was damaged as provided covering at least twenty-five percent (25%) of the Rentable Square Footage (exclusive of the Premises) of the then leased space in this sentence and the cost to repair and rebuild the Building would equal or exceed such Threshold Repair CostBuilding, and (ii) Landlord elects to terminate this Lease, Tenant may, on written notice to Landlord does not restore the Premises and lease the same for office purposes. (the “Continuation Notice”b) given within forty five (45) days after Tenant’s receipt of Landlord’s termination notice, elect to continue this Lease and nullify Landlord’s election to terminate this Lease in which case this Lease shall continue; provided, however, Tenant shall be solely obligated for any required Base Building Restoration regarding the Premises. If this Lease is so terminated, the Term shall expire upon the thirtieth tenth (30th10th) day after such notice by Landlord is given (the “Casualty Termination Date”)given, and Tenant shall vacate the Premises and surrender the same to Landlord as soon as reasonably practicable thereafterLandlord. Upon the termination of this Lease under the conditions provided for in this Section 12.211.2, Tenant’s 's liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant. Notwithstanding the foregoing, if Landlord terminates this Lease pursuant to this Section 12.2 and Landlord . (or its successorc) thereafter rebuilds and repairs the Building within two (2) years after such date of the termination of this Lease, Landlord (or its successor) shall provide notice thereof to Tenant, and Tenant shall have the right upon notice to Landlord (or its successor), given within sixty (60) days of the receipt of such notice from Landlord (or its successor) to reinstate this Lease for the remaining term of this Lease (including any renewal rights) as to the amount and type of space demised under this Lease or if less, the amount of space available for third party use as if this Lease had not been terminated, all upon the terms and provisions and Rent provided in this Lease. Notwithstanding the foregoing (x) Tenant shall not have the forgoing right to reinstate this Lease unless Landlord (or its successor) is prepared to offer to a third party at least 15,000 usable square feet of space in the Building (or replacement thereof) for use as a data center and (y) if If this Lease is reinstated and terminated pursuant to the space available provisions of this Article 11, then Landlord shall collect the insurance proceeds of policies providing coverage for Tenant's Alterations as provided in Section 11.1(a). Landlord shall retain such proceeds to the extent of sums, if any, advanced by Landlord to Tenant is smaller in size than the Premises demised hereunderwith respect to any of Tenant's Alterations. The balance of such proceeds, then the Fixed Rent and Additional Rent (and any other provision of this Lease that would vary with the size of the space) will if any, shall be adjusted on a pro-rata basis. This provision shall survive the expiration or termination of this Leasepaid to Tenant. (a) If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall not have terminated elect to terminate this Lease pursuant to Section 12.2as permitted by this Article 11, Landlord shall, within seventy-five sixty (7560) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “"Restoration Notice”") to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed (the “Build Period”)Substantially Completed. If the Restoration Notice shall indicate that reasonable access to the Premises shall not be restored, or the restoration shall not be substantially completed Substantially Completed on or before the date which shall be one hundred and fifty nine (1509) days months following the date of such damage or destruction or if the same is not restored within thirty (30) days after the Build Periodprevention of access, Tenant shall have the additional right to terminate this Lease by giving written notice (the “"Termination Notice”") to Landlord not later than thirty (30) days following receipt of the Restoration Notice or, if applicable, sixty (60) days after the Build PeriodNotice. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. Notwithstanding anything set forth to the contrary in this Article 11, in the event that a fire or other casualty rendering the Premises wholly untenantable shall occur during the final year of the Term, either Landlord or Tenant may terminate this Lease by giving the other party a Termination Notice as set forth herein. As used in this Section 11.3(a), the term "wholly untenantable" shall be deemed to include a condition whereby less than all of the Premises shall be untenantable, but the undamaged portion shall be inadequate for the reasonable operation of Tenant's business at the Premises. (b) Notwithstanding If (i) Tenant shall have had the provisions right to give a Termination Notice pursuant to Section 11.3(a) but shall not have done so, and Landlord fails thereafter to Substantially Complete the restoration of Section 12.3(a), if within the last Premises on or before the date which is thirty (30) days following the later to occur of (y) nine (9) months of the Term (unless Tenant shall have duly exercised any renewal right expressly provided herein, if applicable) the Premises shall be totally or substantially damaged or destroyed, either Landlord or Tenant shall have the right to terminate this Lease by notice to the other not later than thirty (30) days following the date of such damage or destruction, whereupon or (z) the date set forth in the Restoration Notice, or (ii) if Tenant shall not have had the right to give a Termination Notice pursuant to Section 11.3(a) and thereafter Landlord shall fail to substantially complete the restoration of the Premises on or before the date which is nine (9) months following the date of such damage or destruction, then in either of such events Tenant shall again have the right to terminate this Lease by giving a Termination Notice (a "Second Termination Notice"), and, unless Landlord Substantially Completes the restoration of the Premises within thirty (30) days following the giving of such Second Termination Notice, this Lease shall be deemed canceled and terminated as provided set forth in Section 12.211.3(a). Section 11.4 This Article 11 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.

Destruction of the Premises Property Loss or Damage. Section 12.1 SECTION 11.1 If the Premises shall be damaged by fire or other casualty, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt written notice thereof to Landlord, and the damage shall be repaired (i) to the Building shall be repaired by and at the expense of Landlord so that access to the Premises shall be substantially the same as existed immediately prior to the damage and all Building Systems are in good working order and condition as same existed immediately prior to the damage, and (ii) to the Premises shall be repaired (A) by Landlord as to the core, shell, floor slabfloors, roof, windows, curtain wall and other structural elements of the Building located in the Premises and Building Systems servicing the Premises (the “"Base Building Restoration”"), and (Bii) by and at the expense of Tenant as to all other elements of the Premises, including Tenant’s Alterations, Tenant’s 's Alterations and Tenant’s fixtures, equipment and personal property and the Premises Equipment's Property. Commencing on the date of such fire or other casualty, and until the Base Building Restoration shall be Substantially Completed, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises which is neither usable nor used by Tenant bears to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be adequately usable or accessible and Tenant is unable to adequately conduct its business in the remaining portion of the Premises, then Fixed Rent and Additional Rent shall be entirely abated), until the earlier to occur of (1) ninety (90) days after the date the Base Building Restoration shall be substantially completed, or (2) the date Tenant shall resume full occupancy of the Premises for the conduct of its businessArea. Unless caused by Landlord’s gross negligence or intentionally wrongful acts or omissions, Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Alterations, 's Alterations or Tenant’s 's Property, Tenant’s fixtures, equipment and personal property, or the Premises Equipment. SECTION 11.2 Anything contained in Section 12.2 Notwithstanding anything 11.1 to the contrary set forth in Section 12.1notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged by fire or other casualty that, in Landlord’s '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 the total cost to repair and rebuild the Building following such damage would cost fifty percent (50%) or more of the full replacement cost of the Building (the “Threshold Repair Cost”), then in any of such events, Landlord may, not later than one hundred twenty sixty (12060) days following the date of the damage, give Tenant a notice in writing terminating this Lease; provided, however, that if provided Landlord similarly terminates the leases of other tenants in the Building was damaged as provided in this sentence and covering at least twenty-five percent (25%) of the cost to repair and rebuild Rentable Square Footage of the Building would equal or exceed such Threshold Repair Cost, and Landlord elects to terminate this Lease, Tenant may, on written notice to Landlord (then-leased portions of the “Continuation Notice”) given within forty five (45) days after Tenant’s receipt of Landlord’s termination notice, elect to continue this Lease and nullify Landlord’s election to terminate this Lease in which case this Lease shall continue; provided, however, Tenant shall be solely obligated for any required Base Building Restoration regarding the PremisesBuilding. If this Lease is so terminated, the Term shall expire upon the thirtieth tenth (30th10th) day after such notice by Landlord is given (the “Casualty Termination Date”)given, and Tenant shall vacate the Premises and surrender the same to Landlord as soon as reasonably practicable thereafterLandlord. Upon the termination of this Lease under the conditions provided for in this Section 12.211.2, Tenant’s 's liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant. Notwithstanding the foregoing, if Landlord terminates this Lease pursuant to this Section 12.2 and Landlord (or its successor) thereafter rebuilds and repairs the Building within two (2) years after such date of the termination of this Lease, Landlord (or its successor) shall provide notice thereof to Tenant, and Tenant shall have the right upon notice to Landlord (or its successor), given within sixty (60) days of the receipt of such notice from Landlord (or its successor) to reinstate this Lease for the remaining term of this Lease (including any renewal rights) as to the amount and type of space demised under this Lease or if less, the amount of space available for third party use as if this Lease had not been terminated, all upon the terms and provisions and Rent provided in this Lease. Notwithstanding the foregoing (x) Tenant shall not have the forgoing right to reinstate this Lease unless Landlord (or its successor) is prepared to offer to a third party at least 15,000 usable square feet of space in the Building (or replacement thereof) for use as a data center and (y) if this Lease is reinstated and the space available to Tenant is smaller in size than the Premises demised hereunder, then the Fixed Rent and Additional Rent (and any other provision of this Lease that would vary with the size of the space) will be adjusted on a pro-rata basis. This provision shall survive the expiration or termination of this Lease. (a) SECTION 11.3 If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall not have terminated this Lease pursuant elect to Section 12.2restore the Premises, Landlord shall, within seventy-five sixty (7560) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “"Restoration Notice”") to Tenant of the date by which such contractor or architect believes the restoration of the Premises Base Building Restoration shall be substantially completed (the “Build Period”)Substantially Completed. If the Restoration Notice shall indicate that the restoration Base Building Restoration shall not be substantially completed Substantially Completed on or before the date which shall be one hundred and fifty six (1506) days months following the date of such damage or destruction or if the same is not restored within thirty (30) days after the Build Perioddestruction, Tenant shall have the additional right to terminate this Lease by giving written notice (the “"Termination Notice”") to Landlord not later than thirty (30) days following receipt of the Restoration Notice or, if applicable, sixty (60) days after the Build PeriodNotice. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled canceled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. (b) Notwithstanding the provisions of Section 12.3(a), if within the last nine (9) months of the Term (unless . If Tenant shall have duly exercised any renewal had the right expressly provided hereinto give a Termination Notice pursuant to this Section 11.3, if applicablebut Tenant nonetheless shall have failed to give a Termination Notice hereunder, and thereafter Landlord fails to Substantially Complete the Base Building Restoration on or before the date which is thirty (30) days following the Premises shall be totally or substantially damaged or destroyeddate set forth in the Restoration Notice, either Landlord or then Tenant shall again have the right to terminate this Lease by notice to giving a Termination Notice (a "Second Termination Notice"), and, unless Landlord Substantially Completes the other not later than Base Building Restoration within thirty (30) days following the date giving of such damage or destructionSecond Termination Notice, whereupon this Lease shall be deemed canceled and terminated as provided set forth in this Section 12.211.3. Notwithstanding anything set forth to the contrary in this Article 11, in the event that a fire or other casualty rendering the Premises wholly untenantable shall occur during the final year of the Term, either Landlord or Tenant may terminate this Lease by giving the other party a Termination Notice as set forth herein. SECTION 11.4 This Article 11 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.

Destruction of the Premises Property Loss or Damage. Section 12.1 10.1 If the Premises shall be damaged by fire or other casualty, or and if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt written notice thereof to Landlord, and the damage (i) to the Building damages shall be repaired by and at the expense of Landlord so that access to and the Premises Rent until such repairs shall be substantially the same as existed immediately prior to the damage and all Building Systems are in good working order and condition as same existed immediately prior to the damage, and (ii) to the Premises shall be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows, curtain wall and other structural elements of the Building located in the Premises (the “Base Building Restoration”), and (B) by Tenant as to all other elements of the Premises, including Tenant’s Alterations, Tenant’s Alterations and Tenant’s fixtures, equipment and personal property and the Premises Equipment. Commencing on the date of such fire or other casualty, Fixed Rent and Additional Rent made shall be reduced in the proportion which the area of the part of the Premises which is neither not usable nor used by Tenant bears to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be adequately usable or accessible and Tenant is unable to adequately conduct its business in the remaining portion area of the Premises, then Fixed Rent and Additional Rent shall be entirely abated), until . Notwithstanding anything to the earlier to occur of (1) ninety (90) days after the date the Base Building Restoration shall be substantially completed, or (2) the date Tenant shall resume full occupancy of the Premises for the conduct of its business. Unless caused by Landlord’s gross negligence or intentionally wrongful acts or omissionscontrary contained herein, Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Alterations, Tenant’s 's Property, any Alterations performed by Tenant or other property or effects of Tenant’s fixtures, equipment and personal property, or the Premises Equipment. Section 12.2 Notwithstanding anything (a) Anything in subsection 10:1 of this Article 10 to the contrary set forth in Section 12.1notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged by fire or other casualty that, in Landlord’s 's opinion, substantial alteration, demolition, or reconstruction of the Building shall be required desirable (whether or not the Premises shall have been damaged or rendered untenantable) and the total cost to repair and rebuild the Building following such damage would cost fifty percent (50%) or more of the full replacement cost of the Building (the “Threshold Repair Cost”), then in any of such events, Landlord Landlord, at Landlord's option, may, not later than one hundred twenty sixty (12060) days following the date of the damage, give Tenant a notice in writing terminating this Lease; provided, however, that if the Building was damaged as provided in this sentence and the cost to repair and rebuild the Building would equal or exceed such Threshold Repair Cost, and . If Landlord elects to terminate this Lease, Tenant may, on written notice to Landlord (the “Continuation Notice”) given within forty five (45) days after Tenant’s receipt of Landlord’s termination notice, elect to continue this Lease and nullify Landlord’s election to terminate this Lease in which case this Lease shall continue; provided, however, Tenant shall be solely obligated for any required Base Building Restoration regarding the Premises. If this Lease is so terminated, the Term shall expire upon the thirtieth tenth (30th10th) day after such notice by Landlord is given (the “Casualty Termination Date”)given, and Tenant shall vacate the Premises and surrender the same to Landlord. Upon the termination of this Lease under the conditions provided for in the next preceding sentence, Tenant's liability for Rent due from and after the date of such damage shall cease as of the day following such damage. (b) If the Premises are totally damaged or are rendered wholly untenantable, and if Landlord shall decide to restore the Premises, Landlord shall, within the aforesaid sixty (60) day period, give notice to Tenant of the date by which Landlord reasonably believes the restoration of the Premises shall be substantially completed (the "RESTORATION DATE"). If such notice shall indicate that such restoration shall not be completed on or before a date which shall be twelve (12) months following the date of such damage, then Tenant shall have the right to terminate this Lease by giving notice to Landlord no later than ten (10) days after receiving such notice. If Tenant shall not so elect to terminate this Lease, but Landlord shall thereafter fail to substantially complete the restoration of the Premises on or before the Restoration Date (subject, however, to extension of such restoration period and deferral of such Restoration Date on account of force majeure as soon to which Tenant shall be notified), Tenant shall have the right to terminate this Lease by giving written notice (the "TERMINATION NOTICE") to Landlord not later than ten (10) days following the Restoration Date (as reasonably practicable thereafterso extended) and if Landlord shall fail to so complete such restoration within thirty (30) days following Landlord's receipt of such Termination Notice, this Lease shall be deemed canceled and terminated as of the date of the Termination Notice as if such date were the Expiration Date of this Lease. Upon the termination of this Lease under the conditions provided for in this Section 12.2Section, Tenant’s 's liability for Fixed Rent and Additional Rent additional rent from and after the date of such total casualty (but not for any period prior to the date of such casualty) shall cease as of the date day following such casualty. 10.3 No penalty shall accrue for reasonable delay which may arise by reason of such adjustment of fire insurance on the part of Landlord and/or Tenant, and for reasonable delay on account of "labor troubles" or any other cause beyond Landlord's control. 10.4 The parties agree that 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 that 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 prepaid portion other law of Fixed Rent like import now or Additional Rent hereafter in force shall have no application in any such case. 10.5 Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's agent with respect to such property and neither Landlord nor its agents shall be liable for any period after such date damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord nor its agents shall be refunded liable for any injury or damage to persons or property or interruption of Tenant's business resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature; nor shall Landlord to Tenant. Notwithstanding the foregoing, if Landlord terminates this Lease pursuant to this Section 12.2 and Landlord (or its successor) thereafter rebuilds and repairs the Building within two (2) years after agents be liable for any such date of the termination of this Lease, Landlord (damage caused by other tenants or its successor) shall provide notice thereof to Tenant, and Tenant shall have the right upon notice to Landlord (or its successor), given within sixty (60) days of the receipt of such notice from Landlord (or its successor) to reinstate this Lease for the remaining term of this Lease (including any renewal rights) as to the amount and type of space demised under this Lease or if less, the amount of space available for third party use as if this Lease had not been terminated, all upon the terms and provisions and Rent provided in this Lease. Notwithstanding the foregoing (x) Tenant shall not have the forgoing right to reinstate this Lease unless Landlord (or its successor) is prepared to offer to a third party at least 15,000 usable square feet of space persons in the Building (or replacement thereof) caused by construction of any private, public or quasi-public work; nor shall Landlord be liable for use as a data center and (y) if this Lease is reinstated and the space available to Tenant is smaller any latent defect in size than the Premises demised hereunder, then or in the Fixed Rent and Additional Rent (and any other provision of Building. Anything in this Lease that would vary with the size of the space) will be adjusted on a pro-rata basis. This provision shall survive the expiration or termination of this Lease. (a) If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access Article 10 to the Premisescontrary notwithstanding, and if Landlord shall not have terminated this Lease pursuant to Section 12.2, Landlord shall, within seventy-five (75) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed (the “Build Period”). If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be one hundred and fifty (150) days following the date of such damage or destruction or if the same is not restored within thirty (30) days after the Build Period, Tenant shall have the additional right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt of the Restoration Notice or, if applicable, sixty (60) days after the Build Period. If Tenant gives a Termination Notice, nothing in this Lease shall be deemed cancelled and terminated as construed to relieve Landlord from responsibility directly to Tenant for any loss or damage caused directly to Tenant wholly or in part by the negligence or willful misconduct of Landlord. Nothing in the foregoing sentence shall affect any right of Landlord to the indemnity from Tenant to which Landlord may be entitled under Article 37 hereof in order to recoup for payments made to compensate for losses of third parties. If at any time any windows of the date Premises are temporarily closed, darkened or bricked-up for any reason whatsoever including, but not limited to, Landlord's own acts, or any of such windows are permanently closed, darkened or bricked-up if required by law or related to any construction upon the Building or the Real Property or upon property adjacent to the Real Property by Landlord or others, (including, without limitation the construction of any signage on the Building), Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement of Rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction. Tenant shall reimburse and compensate Landlord as additional rent within ten (10) days after rendition of a statement for all expenditures made by, or damages or fines sustained or incurred by, Landlord due to non-performance or non-compliance with or breach or failure to observe any term, covenant or condition of this Lease upon Tenant's part to be kept, observed, performed or complied with. Tenant shall give immediate notice to Landlord in case of fire or accident in the Premises or in the Building. Tenant shall not move any safe, heavy machinery, heavy equipment, freight, bulky matter or fixtures into or out of the giving Building without Landlord's prior consent and payment to Landlord of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destructionLandlord's reasonable costs in connection therewith. (b) Notwithstanding the provisions of Section 12.3(a), if within the last nine (9) months of the Term (unless Tenant shall have duly exercised any renewal right expressly provided herein, if applicable) the Premises shall be totally or substantially damaged or destroyed, either Landlord or Tenant shall have the right to terminate this Lease by notice to the other not later than thirty (30) days following the date of such damage or destruction, whereupon this Lease shall be deemed terminated as provided in Section 12.2.

Destruction of the Premises Property Loss or Damage. Section 12.1 (a) If the Premises shall be damaged by fire or other casualty, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt written notice thereof to Landlord, and the damage (i) to the Building shall be repaired by and at the expense of Landlord so that access to the Premises shall be substantially the same as existed immediately prior to the damage and all Building Systems are in good working order and condition as same existed immediately prior to the damage, and (ii) to the Premises shall be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows, curtain wall and other structural elements of the Building located in the Premises (the “Base Building Restoration”), and (B) by Tenant as to all other elements of the Premises, including Tenant’s Alterations, Tenant’s Alterations and Tenant’s fixtures, equipment and personal property and the Premises Equipment. , Commencing on the date of such fire or other casualty, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises which is neither usable nor used by Tenant bears to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be adequately usable or accessible and Tenant is unable to adequately conduct its business in the remaining portion of the Premises, then Fixed Rent and Additional Rent shall be entirely abated), until the earlier to occur of (1) ninety (90) days after the date the Base Building Restoration shall be substantially completed, or (2) the date Tenant shall resume full occupancy of the Premises for the conduct of its business. Unless caused by Landlord’s gross negligence or intentionally wrongful acts or omissions, Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Alterations, Tenant’s PropertyAlterations, Tenant’s fixtures, equipment and personal property, or the Premises Equipment. Section 12.2 Notwithstanding anything to the contrary set forth in Section 12.1, if the Premises are totally damaged or are rendered wholly untenantable, or 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 the total cost to repair and rebuild the Building following such damage would cost fifty percent (50%) or more of the full replacement cost of the Building (the “Threshold Repair Cost”), then in any of such events, Landlord may, not later than one hundred twenty sixty (12060) days following the date of the damage, give Tenant a notice in writing terminating this Lease; provided, however, that if the Building was damaged as provided in this sentence and the cost to repair and rebuild the Building would equal or exceed such Threshold Repair Cost, and Landlord elects to terminate this Lease, Tenant may, on written notice to Landlord (the “Continuation Notice”) given within forty five (45) days after Tenant’s receipt of Landlord’s termination notice, elect to continue this Lease and nullify Landlord’s election to terminate this Lease in which case this Lease shall continue; provided, however, Tenant shall be solely obligated for any required Base Building Restoration regarding the Premises. If this Lease is so terminated, the Term shall expire upon the thirtieth tenth (30th10th) day after such notice by Landlord is given (the “Casualty Termination Date”)given, and Tenant shall vacate the Premises and surrender the same to Landlord as soon as reasonably practicable thereafter. Upon the termination of this Lease under the conditions provided for in this Section 12.2, Tenant’s liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant. Notwithstanding the foregoing, if Landlord terminates this Lease pursuant to this Section 12.2 and Landlord (or its successor) thereafter rebuilds and repairs the Building within two (2) years after such date of the termination of this Lease, Landlord (or its successor) shall provide notice thereof to Tenant, and Tenant shall have the right upon notice to Landlord (or its successor), given within sixty (60) days of the receipt of such notice from Landlord (or its successor) to reinstate this Lease for the remaining term of this Lease (including any renewal rights) as to the amount and type of space demised under this Lease or if less, the amount of space available for third party use as if this Lease had not been terminated, all upon the terms and provisions and Rent provided in this Lease. Notwithstanding the foregoing (x) Tenant shall not have the forgoing right to reinstate this Lease unless Landlord (or its successor) is prepared to offer to a third party at least 15,000 usable square feet of space in the Building (or replacement thereof) for use as a data center and (y) if this Lease is reinstated and the space available to Tenant is smaller in size than the Premises demised hereunder, then the Fixed Rent and Additional Rent (and any other provision of this Lease that would vary with the size of the space) will be adjusted on a pro-rata basis. This provision shall survive the expiration or termination of this Lease. (a) If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall not have terminated this Lease pursuant to Section 12.2, Landlord shall, within seventy-five sixty (7560) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed (the “Build Period”). completed, If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be one hundred and fifty nine (1509) days months following the date of such damage or destruction or if the same is not restored within thirty (30) days after the Build Perioddestruction, Tenant shall have the additional right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt of the Restoration Notice or, if applicable, sixty (60) days after the Build PeriodNotice. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. Notwithstanding anything contained herein to the contrary, Commencing on the date of such fire or other casualty, Fixed Rent and Additional Rent shall be abated until the earlier to occur of (1) ninety (90) days after the date the Base building Restoration shall be substantially completed, or (2) the date Tenant shall resume occupancy of the Premises for the conduct of its business. (b) Notwithstanding the provisions of Section 12.3(a), if within the last nine twelve (912) months of the Term (unless Tenant shall have duly exercised any renewal right expressly provided hereinthe First Renewal Option or the Second Renewal Option, if applicable) ), the Premises shall be totally or substantially damaged or destroyed, either Landlord or Tenant shall have the right to terminate this Lease by notice to the other not later than thirty (30) days following the date of such damage or destruction, whereupon this Lease shall be deemed terminated as provided in Section 12.2.

Destruction of the Premises Property Loss or Damage. Section 12.1 (a) If the Premises shall be damaged by fire or other casualty, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt written notice thereof to Landlord, and the damage (i) to the Building shall be repaired by and at the expense of Landlord so that access to the Premises shall be substantially the same as existed immediately prior to the damage and all Building Systems are in good working order and condition as same existed immediately prior to the damage, and (ii) to the Premises including Tenant's Alterations, but excluding Tenant's Property. Until such repairs shall be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows, curtain wall and other structural elements of the Building located in the Premises (the “Base Building Restoration”), and (B) by Tenant as to all other elements of the Premises, including Tenant’s Alterations, Tenant’s Alterations and Tenant’s fixtures, equipment and personal property and the Premises Equipment. Commencing on the date of such fire or other casualtysubstantially completed, Fixed Rent and Additional Rent shall, so long as Tenant shall not be in default beyond applicable grace or notice provisions in the payment or performance of its obligations under this Section 11.1, be reduced in the proportion which the area of the part of the Premises which is neither usable nor used by Tenant bears to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be adequately usable or accessible and Tenant is unable to adequately conduct its business in the remaining portion area of the Premises. Tenant shall pay to Landlord all proceeds of insurance policies covering Tenant's Alterations, then Fixed Rent and Additional Rent such proceeds shall be entirely abated), until used by Landlord in the earlier to occur repair of (1) ninety (90) days after the date the Base Building Restoration shall be substantially completed, or (2) the date Tenant shall resume full occupancy of the Premises for the conduct of its businessTenant's Alterations. Unless caused by Landlord’s gross negligence or intentionally wrongful acts or omissions, Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s 's Property. (b) Concurrently with the collection of any insurance proceeds attributable to damage to Tenant's Alterations (or the payment by the Tenant to Landlord of an amount equal to such insurance proceeds, pending collection of such proceeds from its insurer), and as a condition precedent to Landlord's obligation to commence those repairs to Tenant's Alterations required to be performed by Landlord pursuant to this Section 11.1, Tenant shall pay to Landlord (i) the amount of any deductible under the policy insuring Tenant's Alterations, and (ii) the amount, if any, by which the cost of repairing and restoring Tenant’s Property's Alterations, Tenant’s fixturesas estimated by a reputable independent contractor designated by Landlord, equipment exceeds the available insurance proceeds therefor. The amounts due in accordance with the preceding sentence constitute Additional Rent under this Lease and personal property, or the Premises Equipmentshall be payable by Tenant to Landlord upon demand. (a) Anything contained in Section 12.2 Notwithstanding anything 11.1 to the contrary set forth in Section 12.1notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged by fire or other casualty that, in Landlord’s '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 the total cost to repair and rebuild the Building following such damage would cost fifty percent (50%) or more of the full replacement cost of the Building (the “Threshold Repair Cost”), then in any of such events, Landlord may, not later than one hundred twenty sixty (12060) days following the date of the damage, give Tenant a notice in writing terminating this Lease; provided, however, that if the Building was damaged as provided in this sentence and the cost to repair and rebuild the Building would equal or exceed such Threshold Repair Cost, and Landlord elects to terminate this Lease, Tenant may, on written notice to Landlord (the “Continuation Notice”) given within forty five (45) days after Tenant’s receipt of Landlord’s termination notice, elect to continue this Lease and nullify Landlord’s election to terminate this Lease in which case this Lease shall continue; provided, however, Tenant shall be solely obligated for any required Base Building Restoration regarding the Premises. If this Lease is so terminated, the Term shall expire upon the thirtieth tenth (30th10th) day after such notice by Landlord is given (the “Casualty Termination Date”)given, and Tenant shall vacate the Premises and surrender the same to Landlord as soon as reasonably practicable thereafterLandlord. Upon the termination of this Lease under the conditions provided for in this Section 12.211.2, Tenant’s 's liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant. Notwithstanding the foregoing, if Landlord terminates this Lease pursuant to this Section 12.2 and Landlord . (or its successorb) thereafter rebuilds and repairs the Building within two (2) years after such date of the termination of this Lease, Landlord (or its successor) shall provide notice thereof to Tenant, and Tenant shall have the right upon notice to Landlord (or its successor), given within sixty (60) days of the receipt of such notice from Landlord (or its successor) to reinstate this Lease for the remaining term of this Lease (including any renewal rights) as to the amount and type of space demised under this Lease or if less, the amount of space available for third party use as if this Lease had not been terminated, all upon the terms and provisions and Rent provided in this Lease. Notwithstanding the foregoing (x) Tenant shall not have the forgoing right to reinstate this Lease unless Landlord (or its successor) is prepared to offer to a third party at least 15,000 usable square feet of space in the Building (or replacement thereof) for use as a data center and (y) if If this Lease is reinstated and terminated pursuant to the space available provisions of this Article 11, then Landlord shall collect the insurance proceeds of policies providing coverage for Tenant's Alterations as provided in Section 11.1(a) hereof. Landlord shall retain such proceeds to the extent of sums, if any, advanced by Landlord to Tenant is smaller in size than the Premises demised hereunderwith respect to any of Tenant's Alterations. The balance of such proceeds, then the Fixed Rent and Additional Rent (and any other provision of this Lease that would vary with the size of the space) will if any, shall be adjusted on a pro-rata basis. This provision shall survive the expiration or termination of this Leasepaid to Tenant. (a) Section 11.3 If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall not have terminated this Lease pursuant elect to Section 12.2restore the Premises, Landlord shall, within seventy-five sixty (7560) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “"Restoration Notice”") to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed (the “Build Period”)completed. If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be one hundred and fifty ten (15010) days months following the date of such damage or destruction or if the same is not restored within thirty (30) days after the Build Perioddestruction, Tenant shall have the additional right to terminate this Lease by giving written notice (the “"Termination Notice”") to Landlord not later than thirty (30) days following receipt of the Restoration Notice or, if applicable, sixty (60) days after the Build PeriodNotice. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. (b) . Notwithstanding anything set forth to the provisions of Section 12.3(a)contrary in this Article 11, if within in the last nine (9) months event that a fire or other casualty rendering the Premises wholly untenantable shall occur during the final year of the Term (unless Tenant shall have duly exercised any renewal right expressly provided herein, if applicable) the Premises shall be totally or substantially damaged or destroyedTerm, either Landlord or Tenant shall have the right to may terminate this Lease by notice to giving the other not later than thirty (30) days following the date party a Termination Notice as set forth herein. Section 11.4 This Article 11 constitutes an express agreement governing any case of such damage or destructiondestruction of the Premises or the Building by fire or other casualty, whereupon this Lease 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 be deemed terminated as provided have no application in Section 12.2any such case.

Destruction of the Premises Property Loss or Damage. Section 12.1 (a) If the Premises shall be damaged by fire or other casualty, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt written notice thereof to Landlord, and the damage (i) to the Building shall be repaired by and at the expense of Landlord so that access to the Premises shall be substantially the same as existed immediately prior to the damage and all Building Systems are in good working order and condition as same existed immediately prior to the damage, and (ii) to the Premises including Tenant's Alterations, but excluding Tenant's Property. Until such repairs shall be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows, curtain wall and other structural elements of the Building located in the Premises (the “Base Building Restoration”), and (B) by Tenant as to all other elements of the Premises, including Tenant’s Alterations, Tenant’s Alterations and Tenant’s fixtures, equipment and personal property and the Premises Equipment. Commencing on the date of such fire or other casualtysubstantially completed, Fixed Rent and Additional Rent shall, so long as Tenant shall not be in default beyond applicable grace or notice provisions in the payment or performance of its obligations under this Section 11.1, be reduced in the proportion which the area of the part of the Premises which is neither usable nor used by Tenant bears to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be adequately usable or accessible and Tenant is unable to adequately conduct its business in the remaining portion area of the Premises. Tenant shall pay to Landlord all proceeds of insurance policies covering Tenant's Alterations, then Fixed Rent and Additional Rent such proceeds shall be entirely abated), until used by Landlord in the earlier to occur repair of (1) ninety (90) days after the date the Base Building Restoration shall be substantially completed, or (2) the date Tenant shall resume full occupancy of the Premises for the conduct of its businessTenant's Alterations. Unless caused by Landlord’s gross negligence or intentionally wrongful acts or omissions, Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s 's Property. (b) Concurrently with the collection of any insurance proceeds attributable to damage to Tenant's Alterations (or the payment by the Tenant to Landlord of an amount equal to such insurance proceeds, pending collection of such proceeds from its insurer), and as a condition precedent to Landlord's obligation to commence those repairs to Tenant's Alterations required to be performed by Landlord pursuant to this Section 11.1, Tenant shall pay to Landlord (i) the amount of any deductible under the policy insuring Tenant's Alterations, and (ii) the amount, if any, by which the cost of repairing and restoring Tenant’s Property's Alterations, Tenant’s fixturesas estimated by a reputable independent contractor designated by Landlord, equipment exceeds the available insurance proceeds therefor. The amounts due in accordance with the preceding sentence constitute Additional Rent under this Lease and personal property, or the Premises Equipmentshall be payable by Tenant to Landlord upon demand. (a) Anything contained in Section 12.2 Notwithstanding anything 11.1 to the contrary set forth in Section 12.1notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged by fire or other casualty that, in Landlord’s '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 the total cost to repair and rebuild the Building following such damage would cost fifty percent (50%) or more of the full replacement cost of the Building (the “Threshold Repair Cost”), then in any of such events, Landlord may, not later than one hundred twenty sixty (12060) days following the date of the damage, give Tenant a notice in writing terminating this Lease; provided, however, that if the Building was damaged as provided in this sentence and the cost to repair and rebuild the Building would equal or exceed such Threshold Repair Cost, and Landlord elects to terminate this Lease, Tenant may, on written notice to Landlord (the “Continuation Notice”) given within forty five (45) days after Tenant’s receipt of Landlord’s termination notice, elect to continue this Lease and nullify Landlord’s election to terminate this Lease in which case this Lease shall continue; provided, however, Tenant shall be solely obligated for any required Base Building Restoration regarding the Premises. If this Lease is so terminated, the Term shall expire upon the thirtieth tenth (30th10th) day after such notice by Landlord is given (the “Casualty Termination Date”)given, and Tenant shall vacate the Premises and surrender the same to Landlord as soon as reasonably practicable thereafterLandlord. Upon the termination of this Lease under the conditions provided for in this Section 12.211.2, Tenant’s 's liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant. Notwithstanding the foregoing, if Landlord terminates this Lease pursuant to this Section 12.2 and Landlord . (or its successorb) thereafter rebuilds and repairs the Building within two (2) years after such date of the termination of this Lease, Landlord (or its successor) shall provide notice thereof to Tenant, and Tenant shall have the right upon notice to Landlord (or its successor), given within sixty (60) days of the receipt of such notice from Landlord (or its successor) to reinstate this Lease for the remaining term of this Lease (including any renewal rights) as to the amount and type of space demised under this Lease or if less, the amount of space available for third party use as if this Lease had not been terminated, all upon the terms and provisions and Rent provided in this Lease. Notwithstanding the foregoing (x) Tenant shall not have the forgoing right to reinstate this Lease unless Landlord (or its successor) is prepared to offer to a third party at least 15,000 usable square feet of space in the Building (or replacement thereof) for use as a data center and (y) if If this Lease is reinstated and terminated pursuant to the space available provisions of this Article 11, then Landlord shall collect the insurance proceeds of policies providing coverage for Tenant's Alterations as provided in Section 11.1(a) hereof. Landlord shall retain such proceeds to the extent of sums, if any, advanced by Landlord to Tenant is smaller in size than the Premises demised hereunderwith respect to any of Tenant's Alterations. The balance of such proceeds, then the Fixed Rent and Additional Rent (and any other provision of this Lease that would vary with the size of the space) will if any, shall be adjusted on a pro-rata basis. This provision shall survive the expiration or termination of this Leasepaid to Tenant. (a) Section 11.3 If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall not have terminated this Lease pursuant elect to Section 12.2restore the Premises, Landlord shall, within seventy-five sixty (7560) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “"Restoration Notice”") to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed (the “Build Period”). If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be one hundred and fifty (150) days following the date of such damage or destruction or if the same is not restored within thirty (30) days after the Build Period, Tenant shall have the additional right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt of the Restoration Notice or, if applicable, sixty (60) days after the Build Period. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. (b) Notwithstanding the provisions of Section 12.3(a), if within the last nine (9) months of the Term (unless Tenant shall have duly exercised any renewal right expressly provided herein, if applicable) the Premises shall be totally or substantially damaged or destroyed, either Landlord or Tenant shall have the right to terminate this Lease by notice to the other not later than thirty (30) days following the date of such damage or destruction, whereupon this Lease shall be deemed terminated as provided in Section 12.2.substantially

Destruction of the Premises Property Loss or Damage. Section 12.1 Tenant shall give prompt notice to Landlord in case of fire or other casualty in the Premises. If (a) a Major Casualty shall occur or (b) Landlord shall reasonably determine that any Superior Lessor or Mortgagee will not permit Landlord to apply the net proceeds of Landlord’s insurance to the restoration of the Building or the Premises (provided that the inclusion of such provisions pursuant to which a Superior Lessor or Mortgagee will not permit restoration was customary at the time such Superior Lease or Mortgage was entered into), then and in any such event Landlord shall notify Tenant of such determination and shall have the right to terminate this Lease by notice to Tenant given within ninety (90) days of the occurrence of such fire or other casualty; provided that in any such case Landlord terminates leases the RSF of which is equal to seventy-five percent (75%) or more of the Building. In addition, if either (y) the Premises shall be totally or substantially damaged or rendered wholly or substantially untenantable (whether or not any other portions of the Building shall be damaged) or (z) the Building shall be substantially damaged, so that Tenant’s access to and use and enjoyment of the Premises shall be rendered substantially impossible or materially impeded, whether or not the Premises shall be damaged, and in case of either (y) or (z) a reputable independent third-party engineer, architect or contractor retained by Landlord reasonably determines, promptly following such casualty, that the same cannot reasonably be expected to be restored or rendered tenantable under a normal working schedule within a period of eighteen (18) months after the occurrence of such damage or destruction, then Landlord shall promptly notify Tenant of such fact, and within sixty (60) days thereafter Tenant may terminate this Lease by notice to Landlord. If during the last twenty (20) months of the Term (including any exercised renewal or extension thereof), the Building or the Premises shall be damaged by fire or casualty and if such fire or casualty damage, whether to the Premises or the Building, cannot, in Landlord’s reasonable determination, be expected to be repaired or restored within two hundred seventy (270) days from the time that repair or restoration work would commence or prior to the Expiration Date, whichever first occurs, then Landlord shall promptly notify Tenant of such fact, and within thirty (30) days thereafter Landlord or Tenant shall have the right to terminate this Lease. If either Landlord or Tenant shall give notice of termination pursuant to this Section 12.1, the Term shall expire by lapse of time upon the date which is thirty (30) days after such notice is given and Tenant shall vacate the Premises and surrender the same to Landlord. If Landlord or Tenant terminates this Lease pursuant to this Section 12.1, Tenant shall not be required to remove any Non-Standard Alterations and Landlord shall have no claim upon Tenant’s insurance covering any leasehold improvements which Tenant is required to insure pursuant to this Lease. Upon the termination of this Lease under the conditions provided for in this Section 12.1, Tenant’s liability for rent and all other obligations hereunder (except to the extent expressly stated to survive) shall cease as of the date of such termination, subject, however, to abatement thereof between the date of such casualty and the date of such termination pursuant to Section 12.3 below. Tenant hereby expressly waives the provisions of Section 227 of the Real Property Law or any like law which may hereafter be enacted and agrees that the foregoing provisions of this Article 12 shall govern and control in lieu thereof, this Article 12 being an express agreement governing any case of damage or destruction of the Premises by fire or other casualty, . (a) If the Premises or if the Building shall be so damaged that Tenant shall be deprived of reasonable access by fire or other casualty and this Lease is not terminated pursuant to the Premises or use of the PremisesSection 12.1, Tenant shall give prompt written notice thereof to Landlord, and the damage (i1) to the Building shall be repaired by and at the expense of Landlord so that (x) access to the Premises and (y) the common areas of the Building serving the Premises shall be substantially the same as existed immediately prior to the damage and all Building Systems are in good working order and condition as same existed immediately prior to the damage, and (ii2) to the Premises shall be repaired (Ai) by Landlord as to the core, shell, floor slabfloors, roof, curtain wall, windows, curtain wall Building Systems and other structural elements of the Building located in the Premises (the “Base Building Restoration”)Premises, and (Bii) by Tenant as to all other elements of the Premises, including Tenant’s Alterations and Tenant’s Property, and (3) to the Building Systems shall be repaired by Landlord up to and including the point of delivery to each floor of the Premises (as to Landlord’s obligations, substantially in the same manner and substantially to the same degree (to the extent practicable) as Landlord shall have initially performed such work) (the work to be performed pursuant to the foregoing clauses (1), (2)(i) and (3) is referred to collectively as the “Base Building Restoration”). Notwithstanding the foregoing, Landlord shall not be obligated to expend for such repairs and restoration any amount in excess of the net insurance proceeds made available to Landlord (plus any deductible) after deduction therefrom of Landlord’s expenses in obtaining such proceeds and any amounts applied by any Superior Lessor or Mortgagee to obligations other than restoration of the Building. Landlord shall commence such repairs as promptly as practicable after the occurrence of the casualty, and shall prosecute such repairs in a commercially reasonable and diligent manner to completion. In no event shall Landlord be obligated to repair or restore Tenant’s Work, other Alterations, Tenant’s Alterations and Tenant’s fixtures, equipment and personal property and the Premises Equipment. Commencing on the date of such fire Property or paneling or other casualtyfinishes, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises which carpeting or wall coverings. (b) Where Landlord is neither usable nor used by Tenant bears obligated or otherwise elects to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be adequately usable or accessible and Tenant is unable to adequately conduct its business in the remaining portion effect restoration of the Premises, then Fixed Rent unless such restoration is completed within eighteen (18) months from the date of the casualty, or within the two hundred seventy (270) day period applicable during the last twenty (20) months of the Term (each such period to be subject, however, to extension by one day for each day of Unavoidable Delay (but in no event beyond twenty-four (24) months from the date of the casualty, or during the last twenty (20) months of the Term, three hundred and Additional Rent shall be entirely abatedthirty (330) days from the date of the casualty)), until Tenant shall have the earlier right to occur of terminate this Lease within sixty (1) ninety (9060) days after the date expiration of such eighteen (18) month period or two hundred seventy (270) day period (as each such period may be extended as provided above), as applicable, but prior to the Base Building Restoration shall be time that the restoration is substantially completed, or (2) the date Tenant shall resume full occupancy such termination to take effect as of the Premises for the conduct of its business. Unless caused by Landlord’s gross negligence or intentionally wrongful acts or omissions, Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Alterations, Tenant’s Property, Tenant’s fixtures, equipment and personal property, or the Premises Equipment. Section 12.2 Notwithstanding anything to the contrary set forth in Section 12.1, 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 the total cost to repair and rebuild the Building following such damage would cost fifty percent (50%) or more of the full replacement cost of the Building (the “Threshold Repair Cost”), then in any of such events, Landlord may, not later than one hundred twenty (120) days following the date of the damage, give Tenant a notice in writing terminating this Lease; provided, however, that if the Building was damaged as provided in this sentence and the cost to repair and rebuild the Building would equal or exceed such Threshold Repair Cost, and Landlord elects to terminate this Lease, Tenant may, on written notice to Landlord (the “Continuation Notice”) given within forty five (45) days after Tenant’s receipt of Landlord’s termination notice, elect to continue this Lease and nullify Landlord’s election to terminate this Lease in which case this Lease shall continue; provided, however, Tenant shall be solely obligated for any required Base Building Restoration regarding the Premises. If this Lease is so terminated, the Term shall expire upon the thirtieth (30th) day after such notice by Landlord is given given, with the same force and effect as if such date were the date originally established as the Expiration Date hereof unless, prior to the earlier to occur of (x) the “Casualty Termination Date”)expiration of such sixty (60) day period and (y) the date Tenant delivers such notice to Landlord, such restoration is substantially completed, in which case Tenant’s notice of termination shall be of no force and effect and this Lease and the Term shall continue in full force and effect. In the event that Tenant’s right to terminate this Lease in accordance with the terms of this Section 12.2(b) shall have accrued, and Tenant fails to exercise such right within such sixty (60) day period after such right shall vacate have first accrued, then Tenant shall not be able to exercise such right for a period of ninety (90) days after Tenant’s right first accrued, and then only if, at such time, the conditions for such exercise shall continue to exist. If Tenant shall not have exercised Tenant’s termination right within the time periods aforesaid, Tenant shall have no further right to exercise such termination right thereafter. Section 12.3 If the Premises or the Building shall be damaged by fire or other casualty such that Tenant is unable to and does not conduct its business in the Premises, until this Lease is terminated pursuant to Section 12.1, Section 12.2(b) or Section 12.4 or, if this Lease is not so terminated, until (a) the expiration of such time as is reasonably required for Tenant to restore Tenant’s Alterations (but in no event more than one hundred eighty (180) days after Landlord’s restoration work has been completed pursuant to Section 12.2) or (b) the date Tenant completes restoration of Tenant’s Alterations, whichever of (a) or (b) is earlier (and in either case until Landlord has substantially restored the means of access and egress to and from the Premises and surrender the Building), Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment and all other Additional Rent (except to the extent such portion of the Premises continues at Tenant’s request to receive certain services from Landlord, with respect to which services Tenant shall continue to pay the Additional Rent payable in respect thereof) shall be equitably abated. Landlord shall proceed with reasonable diligence to effect restoration in a workerlike manner, provided that, notwithstanding anything to the contrary contained herein, no damages, compensation or claims 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. If rent abates in respect of all or any portion of the Premises and Tenant reoccupies the Premises or such portion thereof, or any part thereof, for the ordinary conduct of Tenant’s business operations during the period in which restoration work is taking place and prior to the date that the same is made completely tenantable, Rent allocated to the space so reoccupied shall be payable, and Tenant’s Tax Payment and Tenant’s Operating Payment shall increase by the portion thereof allocable to such space, from the date which is five (5) Business Days after notice from Landlord as soon as reasonably practicable thereafterthat such space is ready for reoccupancy for the ordinary conduct of Tenant’s business. Upon Notwithstanding anything in this Section 12.3 to the termination contrary, if Landlord shall be unable to collect all of the insurance proceeds (including rent insurance proceeds) payable by reason of any damage to the Building or the Premises under Landlord’s insurance policies by reason of any action or inaction by Tenant or failure by Tenant to comply with any of the provisions of this Lease under (including without limitation Section 8.2 and Section 11.4 hereof), then without prejudice to any other remedy which may be available against Tenant, the conditions abatement of rent provided for in this Section 12.212.3 shall not be effective to the extent of the uncollected insurance proceeds, and the amount of any abatement theretofore taken by Tenant shall be immediately payable to Landlord on demand. Nothing contained in this Section 12.3 is intended to contravene the provisions of Section 11.6 hereof. Notwithstanding the foregoing, if the foregoing Rent abatement occurs for any period prior to the Rent Commencement Date, (the “Carryover Period”), then Fixed Rent, Tenant’s liability for Fixed Rent Tax Payment and Tenant’s Operating Payment and all other Additional Rent shall cease as (except to the extent such portion of the date Premises continues at Tenant’s request to receive certain services from Landlord, with respect to which services Tenant shall continue to pay the Additional Rent payable in respect thereof) shall be equitably abated from and after the Rent Commencement Date for such number of days as are contained in the Carryover Period. Section 12.4 Notwithstanding anything to the contrary contained in this Lease, if (a) the Building or the Premises shall be substantially damaged by fire or other casualty as the result of a risk not covered by casualty insurance maintained or required to be maintained by Landlord and (b) the repair and restoration of the Building and/or the Premises would require Landlord to incur costs and expenses which exceed an amount equal to Thirty Million Dollars ($30,000,000) in the aggregate (as reasonably determined, promptly following such fire or other casualty, and any prepaid portion of Fixed Rent by a reputable independent third-party engineer, architect or Additional Rent for any period after such date shall be refunded contractor retained by Landlord), then Landlord to Tenant. Notwithstanding the foregoingmay, if Landlord terminates at its election, terminate this Lease pursuant to this Section 12.2 and Landlord (or its successor) thereafter rebuilds and repairs the Building within two (2) years after such date of the termination of this Lease, Landlord (or its successor) shall provide notice thereof to Tenant, and Tenant shall have the right upon by notice to Landlord (or its successor), Tenant given within sixty (60) days of the receipt of after such notice from Landlord (or its successor) to reinstate this Lease for the remaining term of this Lease (including any renewal rights) as to the amount and type of space demised under this Lease or if less, the amount of space available for third party use as if this Lease had not been terminated, all upon the terms and provisions and Rent provided in this Lease. Notwithstanding the foregoing (x) Tenant shall not have the forgoing right to reinstate this Lease unless Landlord (or its successor) is prepared to offer to a third party at least 15,000 usable square feet of space in the Building (or replacement thereof) for use as a data center and (y) if this Lease is reinstated and the space available to Tenant is smaller in size than the Premises demised hereunder, then the Fixed Rent and Additional Rent (and any other provision of this Lease that would vary with the size of the space) will be adjusted on a pro-rata basis. This provision shall survive the expiration or termination of this Lease. (a) If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged casualty. Landlord agrees that Tenant shall be deprived of reasonable access to the Premises, and if Landlord shall not have terminated this Lease pursuant to Section 12.2, Landlord shall, within seventy-five (75) days following the date of the damage, cause a contractor or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed (the “Build Period”). If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be one hundred and fifty (150) days following the date of such damage or destruction or if the same is not restored within thirty (30) days after the Build Period, Tenant shall have the additional Landlord’s right to terminate this Lease by giving written notice as provided herein shall be exercised in good faith, without discrimination, and shall not be exercised unless Landlord exercises a similar termination right with respect to at least seventy-five percent (the “Termination Notice”75%) to Landlord not later than thirty (30) days following receipt of the Restoration Notice or, if applicable, sixty (60) days after the Build PeriodRSF leased to office tenants. If Tenant gives a Termination NoticeLandlord shall give such notice, then this Lease shall be deemed cancelled and terminated terminate as of the thirtieth (30th) day after the date of such notice with the giving of the Termination Notice same force and effect as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, date originally established as the case may be up to and including the date of such damage or destructionExpiration Date hereof. (b) Notwithstanding the provisions of Section 12.3(a), if within the last nine (9) months of the Term (unless Tenant shall have duly exercised any renewal right expressly provided herein, if applicable) the Premises shall be totally or substantially damaged or destroyed, either Landlord or Tenant shall have the right to terminate this Lease by notice to the other not later than thirty (30) days following the date of such damage or destruction, whereupon this Lease shall be deemed terminated as provided in Section 12.2.