Common use of Destruction of the Premises Clause in Contracts

Destruction of the Premises. Should the Premises be destroyed or damaged in whole or in part at any time during the Term by fire, earthquake, act of God, or acts of the public enemy, or by any other casualty, the rights and duties of the parties with respect to reconstruction, rebuilding or repair thereof, and with respect to the continuance or termination of this Lease, shall be as follows: (a) If the cost of reconstructing, rebuilding or repairing is less than fifty percent (50%) of the total value of all improvements, excluding personal property and improvements made by Lessee, Lessor shall reconstruct, rebuild or repair the Premises with no unreasonable delay, at Lessor's sole cost and expense. During the period of such reconstruction, rebuilding or repairing, the Base Rent herein provided to be paid by Lessee shall be reduced on a pro rata basis in the same proportion that the area of the Premises not able to be occupied by Lessee during such period bears to the area of Premises prior to such casualty. (b) If the cost of reconstructing, rebuilding or repairing is fifty percent (50%) or more of the total value of all improvements, excluding personal property and improvements made by Lessee, either Lessee or Lessor may terminate this Lease at any time within thirty (30) days from the date of such casualty upon notice to the other. In the event this Lease is not so terminated, Lessor shall reconstruct, rebuild or repair said Premises, exclusive of improvements made by Lessee, without unreasonable delay, at Lessor's sole cost and expense. In this event, the Base Rent shall be prorated during the period of such reconstruction, rebuilding or repairing in the manner provided in subparagraph (a) above. (c) Notwithstanding the foregoing provisions if, in Lessee's reasonable opinion, the damage caused by any such casualty cannot be repaired within ninety (90) days after the date of such casualty and in addition, such damage makes the use of said Premises by Lessee impracticable, Lessee shall have the right at its option, to cancel this Lease upon notice to Lessor within twenty (20) days from and after the date of such casualty. (d) Any such termination shall be deemed effective as of the date of the casualty and each of the parties hereto shall be relieved of all further obligations hereunder not accrued before said date, except such obligations as, by their terms, must be performed or completed after such termination.

Destruction of the Premises. Should (a) In the event of a partial destruction of the Premises be destroyed or damaged in whole or in part at any time during the Lease Term by firefrom any cause, earthquakeLessor, act of Godupon receipt of, or acts of and to the public enemyextent of, or by any other insurance proceeds paid in connection with such casualty, shall forthwith repair the rights same, provided the repairs can be made within a reasonable time under state, federal, county and duties of the parties with respect to reconstructionmunicipal applicable law, rebuilding but such partial destruction shall in no way annul or repair thereof, and with respect to the continuance or termination of void this Lease, shall be (except as follows: (aprovided in Section 8.01.(b) If the cost of reconstructing, rebuilding or repairing is less than fifty percent (50%below) of the total value of all improvements, excluding personal property and improvements made by Lessee, Lessor shall reconstruct, rebuild or repair the Premises with no unreasonable delay, at Lessor's sole cost and expense. During the period of such reconstruction, rebuilding or repairing, the Base Rent herein provided to be paid by that Lessee shall be entitled to a proportionate credit for rent equal to the payment of Rental Income Insurance received by Lessor. Lessor shall use diligence in making such repairs within a reasonable time period, subject to the Force Majeure provisions of Section 17.21, in which instance the time period shall be extended accordingly, and this Lease shall remain in full force and effect, with the rent to be proportionately reduced on a pro rata basis as provided in this Section. If the Premises are damaged by any peril within twelve (12) months prior to the last day of the Lease Term and, in the same proportion that reasonable opinion of the area Lessor’s architect or construction consultant, the restoration of the Premises not able to be occupied by Lessee during such period bears to the area of Premises prior to such casualty. (b) If the cost of reconstructing, rebuilding or repairing is fifty percent (50%) or more of the total value of all improvements, excluding personal property and improvements made by Lessee, either Lessee or Lessor may terminate this Lease at any time within thirty (30) days from the date of such casualty upon notice to the other. In the event this Lease is not so terminated, Lessor shall reconstruct, rebuild or repair said Premises, exclusive of improvements made by Lessee, without unreasonable delay, at Lessor's sole cost and expense. In this event, the Base Rent shall be prorated during the period of such reconstruction, rebuilding or repairing in the manner provided in subparagraph (a) above. (c) Notwithstanding the foregoing provisions if, in Lessee's reasonable opinion, the damage caused by any such casualty cannot be repaired substantially completed within ninety (90) days after the date of such casualty damage and in addition, such damage makes renders unusable more than thirty percent (30%) of the use Premises, Lessor may terminate this Lease on sixty (60) days written notice to Lessee. (b) If the Building is damaged from any cause, Lessor shall promptly furnish Lessee with the written opinion of said Premises by Lessee impracticable, Lessor’s architect of when the restoration work to repair the damage may be complete. Lessee shall have the right at its option, option to cancel terminate this Lease upon if the time estimated to substantially complete the restoration exceeds fifteen (15) months from the date Lessor’s architect’s opinion is delivered to Lessee, which shall be (i) exercised by written notice to Lessor delivered within twenty thirty (2030) days from after delivery to Lessee of Lessor’s architect’s opinion or (ii) irrevocably and after automatically waived if not so timely exercised. In the date event of such casualty. (d) Any such termination termination, Lessee shall be deemed effective pay to Lessor all insurance proceeds, if any, received by Lessee as a result of the date damage or destruction except to the extent allocable to the unamortized (over the Lease Term) cost of (i) Tenant Improvements paid for by Lessee over and above the casualty Tenant Improvement Allowance and each of the parties hereto shall be relieved of all further obligations hereunder not accrued before said date, except such obligations as, by their terms, must be performed (ii) or completed after such terminationother Alterations installed therein at Lessee’s sole cost and expense.

Destruction of the Premises. Should the Premises be destroyed or damaged in whole or in part at any time during the Term by fire, earthquake, act of God, or acts of the public enemy, or by any other casualty, the rights and duties of the parties with respect to reconstruction, rebuilding or repair thereof, and with respect to the continuance or termination of this Lease, shall be as follows:PROPERTY LOSS OR DAMAGE ---------------------------------------------------- (a) If the cost Building or the Premises shall be partially or totally damaged or destroyed by fire or other cause, then, whether or not the damage or destruction shall have resulted from the fault or neglect of reconstructingTenant, rebuilding or repairing is its subtenants or licensees, or its or their respective employees, agents or visitors (and if this Lease shall not have been terminated as in this Article 13 hereinafter provided), Landlord shall proceed, with reasonable diligence after having obtained knowledge of the same, to repair the damage and restore and rebuild the Building and/or the Premises to substantially the same condition as that in which same were in immediately prior to the damage or destruction, subject, however, to Force Majeure; provided, however, that if the net insurance -------- ------- proceeds available to Landlord for restoration, less the actual cost, fees and expenses incurred in connection with the adjustment of the loss are insufficient (for any reason other than (i) Landlord's failure to maintain the coverage required hereunder; or (ii) the holder of any Mortgage shall not make such insurance proceeds available for such restoration) to complete and pay for all such repairs and restoration, as estimated by a reputable contractor, registered architect or licensed professional engineer designated by Landlord, Landlord may elect to terminate this Lease by giving Tenant notice to such effect within ten (10) days after Landlord has determined that such insurance proceeds are insufficient, unless, within fifteen (15) days after Landlord has delivered to Tenant such notice of termination, Tenant shall have deposited with Landlord the amount of the deficiency in the insurance proceeds necessary to restore and rebuild the Building and/or the Premises, in which event Landlord shall proceed to so restore and rebuild as provided hereinabove. In the event that Landlord elects to terminate this Lease as aforesaid, this Lease shall terminate on the date set forth in such notice as if such date were the Expiration Date set forth herein, which termination date shall in no event be less than fifty percent sixty (50%60) days after the giving of Landlord's termination notice to Tenant, Tenant shall transfer, promptly vacate and surrender the Premises to Landlord, and the Fixed Rent and Additional Rent shall be apportioned appropriately and shall be paid up to and including the date of such damage or destruction. Notwithstanding the foregoing, if the net insurance proceeds available to Landlord are insufficient to complete and pay for all such repairs and restoration required hereunder as a result of the holder of any Mortgage not making available for restoration all or any portion of such insurance proceeds, then in such event Landlord shall nonetheless proceed to so restore and rebuild as provided above (but in no event shall Landlord be required to repair or replace any of Tenant's Property, Tenant's Work or Tenant's betterments or improvements) if and only if the remaining Term hereof shall have not less than ten (10) years remaining therein. If the remaining Term hereof shall have less than ten (10) years remaining therein, Landlord shall have no such obligation to repair or restore and Landlord shall have the right to cancel and terminate this Lease in accordance with the terms of the second preceding sentence provided, however, that if -------- ------- Tenant shall then have unexercised Renewal Option(s) such that the then remaining Term, together with such renewal term(s), would total not less than ten (10) years and Tenant shall, within sixty (60) days following Landlord's notice of Landlord's cancellation of this Lease, give Landlord notice of Tenant's exercise of such Renewal Option(s) as shall extend the remaining Term to not less than ten (10) years, in which event Landlord's notice of cancellation shall be deemed rescinded, and Landlord shall proceed to restore and repair as hereinabove provided. In connection with Tenant's exercise of any renewal option(s) pursuant to this Article 13, (i) Landlord and Tenant expressly agree that such renewal option(s) may be exercised at the times set forth in this Article 13, and not at the time(s) set forth in Article 41, and (ii) the determination of the FMV (as defined in Article 41 hereof) of the total value of all improvements, excluding personal property and improvements made by Lessee, Lessor shall reconstruct, rebuild or repair the Premises with no unreasonable delay, at Lessor's sole cost and expense. During the period of for such reconstruction, rebuilding or repairing, the Base Rent herein provided to be paid by Lessee renewal term(s) shall be reduced on a pro rata basis in the same proportion that the area of the Premises not able to be occupied by Lessee during such period bears to the area of Premises prior to such casualty. (b) If the cost of reconstructing, rebuilding or repairing is fifty percent (50%) or more of the total value of all improvements, excluding personal property agreed between Landlord and improvements made by Lessee, either Lessee or Lessor may terminate this Lease at any time Tenant within thirty (30) days from the date following notice of Tenant's exercise of such casualty upon notice renewal option, and if Landlord and Tenant shall fail to so agree on the other. In the event this Lease is not so terminated, Lessor shall reconstruct, rebuild or repair said Premises, exclusive of improvements made by Lessee, without unreasonable delay, at Lessor's sole cost and expense. In this eventFMV within such period, the Base Rent determination of the FMV shall be prorated during the period submitted to arbitration pursuant to Article 41, it being expressly understood and agreed that Tenant shall have no right to revoke its exercise of such reconstructionrenewal option following the decision of such arbitrator. (b) Tenant shall repair, rebuilding or repairing replace and restore Tenant's Property, Tenant's Work and any Tenant improvements and betterments, including any plate glass in the manner provided Premises promptly and with due diligence (the "Tenant's Restoration Work"). Any such repair work by Tenant shall be deemed Alterations and shall be performed in subparagraph (a) aboveaccordance with Article 5 hereof. (c) Notwithstanding The proceeds of policies providing coverage for Tenant's Property, Tenant's Work and any Tenant improvements and betterments of less than $100,000 shall be paid to Tenant and proceeds in a greater amount shall be paid to Landlord, or, at the foregoing provisions ifelection of Tenant, to a bank or trust company reasonably acceptable to Landlord and Tenant having resources in Lessee's reasonable opinionexcess of $100,000,000 which shall hold, apply and make available the proceeds of such insurance as hereinafter provided; provided, however, such trust arrangement satisfies the -------- ------- requirements of the Mortgages and Superior Leases. Concurrently with the collection of any insurance proceeds attributable to the damage caused of Tenant's Property, Tenant's Work and Tenant improvements and betterments, Tenant shall pay to Landlord or such insurance trustee, if permitted, (i) the amount of any deductible under the policy insuring Tenant's Property, Tenant's Work and any Tenant improvements and betterments, and (ii) the amount, if any, by which the cost of repairing and restoring Tenant Property, Tenant's Work and any Tenant improvements and betterments as estimated by a reputable contractor designated by Landlord exceeds the available insurance proceeds therefor. Provided this Lease shall then be in full force and effect and Tenant shall not then be in default in the observance or performance of any of the terms and provisions of this Lease which are of a monetary nature and in connection with which default Landlord shall have commenced legal action against Tenant, Landlord or the insurance trustee as the case may be shall disburse such casualty cannot insurance proceeds to Tenant from time to time (but in no event more frequently than once per month) only if Tenant shall have submitted to Landlord or the insurance trustee as the case may be repaired within ninety with each request for disbursement: (90i) days after paid invoices covering Tenant's Restoration Work so performed and cancelled checks and/or receipted bills evidencing the date expenditure of monies equal to the full amount requested; (ii) a written certificate from Tenant's architect stating that: (1) Tenant's Restoration Work described on such invoices has been substantially completed substantially in accordance with the plans and specifications approved by Landlord, to the extent such approvals are necessary pursuant to Article 5 hereof; (2) such portion of Tenant's Restoration Work has been paid for in full by Tenant; and (3) all contractors, subcontractors and materialmen have delivered to Tenant waivers of lien with respect to such Tenant's Restoration Work so performed, copies of which shall have been delivered to Landlord, or, that all contractors, subcontractors and materialmen have delivered to Tenant, prior to the commencement of such casualty and in additionTenant's Restoration Work, agreements whereby the contractors, subcontractors or materialmen agree that they shall not file a notice of intention with respect thereto; and (iii) such damage makes the use of said Premises by Lessee impracticableother evidence as Landlord may reasonably require, Lessee shall have the right at its option, to cancel this Lease upon notice to Lessor within twenty (20) days from and after the date of that such casualtyTenant's Restoration Work described on such invoices has been properly completed. (d) Any such termination The amounts due in accordance with subsections 13.0l(c)(i)and (ii) first appearing above shall be deemed effective payable by Tenant to Landlord upon demand after collection of insurance proceeds as Additional Rent. Section 13.02. Tenant shall not be entitled to terminate this Lease due to, and no damages, compensation or claims shall be payable by Landlord in connection with, any inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the date Premises or the Building pursuant to this Article 13. (a) The provisions of this Article 13 shall be considered an express agreement governing any case of damage or destruction of the casualty Premises by fire or other casualty, and each any law of the parties hereto State providing for such a contingency in the absence of an express agreement, and any other applicable law, ordinance or regulation of like import, now or hereafter in force, shall have no application in such case. (b) Tenant hereby waives the benefit of N.J.S.A. Title 46, Chapter 8, Sections 6 and 7. (a) Tenant shall give notice to Landlord in case of fire or accident in the Premises and/or in the Building, promptly after becoming aware of same. (b) Landlord shall use all commercially reasonable efforts to make any repair or restoration to the Premises promptly and in such manner as to not unreasonably interfere with Tenant's use and occupancy of the Premises, but Landlord shall not be relieved required to do such repair or restoration work except during Business Hours of all further obligations hereunder not accrued before said dateBusiness Days unless requested by Tenant, except such obligations asin which event Tenant shall pay, by their termsas Additional Rent, must be performed or completed after such terminationthe additional cost of same in excess of insurance proceeds made available to Landlord.

Destruction of the Premises. Should If the Premises be destroyed building is rendered substantially untenantable by fire or damaged in whole or in part at any time during the Term by fire, earthquake, act of God, or acts of the public enemy, or by any other casualty, the rights and duties of the parties with respect to reconstruction, rebuilding or repair thereof, and with respect to the continuance or termination of this Lease, shall be as follows: (a) If the cost of reconstructing, rebuilding or repairing is less than fifty percent (50%) of the total value of all improvements, excluding personal property and improvements made by Lessee, Lessor shall reconstruct, rebuild or repair the Premises with no unreasonable delay, at Lessor's sole cost and expense. During the period of such reconstruction, rebuilding or repairing, the Base Rent herein provided to be paid by Lessee shall be reduced on a pro rata basis in the same proportion that the area of the Premises not able to be occupied by Lessee during such period bears to the area of Premises prior to such casualty. (b) If the cost of reconstructing, rebuilding or repairing is fifty percent (50%) or more of the total value of all improvements, excluding personal property and improvements made by Lessee, either Lessee or Lessor may terminate this Lease at any time elect by giving Lessee written notice within thirty (30) days after the date of the fire or casualty, either to: (a) terminate this Lease as of the date of the fire or other casualty; or (b) proceed to repair or restore the Premise, or the Building (other than any leasehold improvements and personal property installed by Lessee), to substantially the same condition as existed immediately prior to the fire or casualty. If Lessor elects to proceed pursuant to Subparagraph (b) above, Lessor’s notice shall contain Lessor’s reasonable estimate of the time required to substantially complete the repair or restoration. If the estimate indicates that the time so required will exceed ninety (90) days from the date of the casualty and Lessor does not make available to Lessee for its use and occupancy other office space substantially similar to the Premises(or if Lessee does not accept such replacement space) , then Lessee shall have the right to terminate this Lease as of the date of such casualty upon by giving written notice to Lessor not later than twenty (20) days after the otherdate of Lessor’s notice. In If Lessor’s estimate indicates that the event this Lease is not so terminated, Lessor shall reconstruct, rebuild repair or repair said Premises, exclusive of improvements made by Lessee, without unreasonable delay, at Lessor's sole cost and expense. In this event, the Base Rent shall restoration can be prorated during the period of such reconstruction, rebuilding or repairing in the manner provided in subparagraph (a) above. (c) Notwithstanding the foregoing provisions if, in Lessee's reasonable opinion, the damage caused by any such casualty cannot be repaired substantially completed within ninety (90) days, or if Lessee fails to exercise its right to terminate this Lease, this Lease shall remain in force and effect though Rent shall be abated during any period where Lessee is unable to occupy the Premises. If either the Premises or the Building is damaged by fire or other casualty but is not rendered substantially untenantable, then Lessor shall diligently proceed to repair and restore the damaged portions thereof, other than the leasehold improvements and personal property installed by Lessee, to substantially the same condition as existed immediately prior to such fire or casualty, unless such damage occurs during the last twelve (12) months of the Term, in which event either Lessor or Lessee shall have the right to terminate this Lease as of the date of such fire or other casualty by giving written notice to the other party within thirty (30) days after the date of such casualty and in additionfire or other casualty. During any restoration period, such damage makes rent shall xxxxx based upon the use percentage of said the Premises by Lessee impracticablerendered untenantable. In the event the Lease is terminated, Lessee rent shall have the right at its option, to cancel this Lease upon notice to Lessor within twenty (20) days from and after the date of such casualty. (d) Any such termination shall be deemed effective xxxxx as of the date of the casualty and each any rent paid for periods beyond the date of the parties hereto casualty shall be relieved of all further obligations hereunder not accrued before said date, except such obligations as, by their terms, must be performed or completed after such terminationrefunded to Lessee.

Destruction of the Premises. Should If the Premises be are damaged or destroyed or damaged in whole or in part at any time during the Term by fire, earthquake, act of God, or acts of the public enemy, or by any other casualtycause, Landlord shall notify Tenant (the “Casualty Notice”) within sixty (60) days after such damage or destruction whether, in the good faith opinion of Landlord’s licensed contractor, the rights and duties of the parties with respect to reconstruction, rebuilding or repair thereof, and with respect to the continuance or termination of this Lease, shall be as follows: (a) If the cost of reconstructing, rebuilding or repairing is less than fifty percent (50%) of the total value of all improvements, excluding personal property and improvements made by Lessee, Lessor shall reconstruct, rebuild or repair the Premises with no unreasonable delay, at Lessor's sole cost and expense. During the period of such reconstruction, rebuilding or repairing, the Base Rent herein provided to damage can reasonably be paid by Lessee shall be reduced on a pro rata basis in the same proportion that the area of the Premises not able to be occupied by Lessee during such period bears to the area of Premises prior to such casualty. completed within twelve (b12) If the cost of reconstructing, rebuilding or repairing is fifty percent (50%) or more of the total value of all improvements, excluding personal property and improvements made by Lessee, either Lessee or Lessor may terminate this Lease at any time within thirty (30) days months from the date of such casualty upon notice to the otherCasualty Notice. In the event this Lease is not so terminatedIf, Lessor shall reconstruct, rebuild or repair said Premises, exclusive of improvements made by Lessee, without unreasonable delay, at Lessor's sole cost and expense. In this event, the Base Rent shall be prorated during the period of such reconstruction, rebuilding or repairing in the manner provided in subparagraph (a) above. (c) Notwithstanding the foregoing provisions if, in Lessee's reasonable opiniongood faith opinion of Landlord’s licensed contractor, the damage caused by any such casualty to the Premises cannot be repaired within ninety twelve (9012) days after months from the date of such casualty Casualty Notice Landlord and in addition, such damage makes the use of said Premises by Lessee impracticable, Lessee Tenant shall have the right at its option, each be permitted to cancel terminate this Lease upon written notice to Lessor within twenty (20) days from and after the date of such casualty. (d) Any such other upon a termination shall to be deemed effective as of the date of the casualty casualty. If, in the good faith opinion of Landlord’s licensed contractor, the damage to the Premises can be repaired within twelve (12) months from the date of such Casualty Notice or if either Landlord or Tenant does not terminate the Lease as provided hereinabove, then Landlord shall forthwith conduct the repair of the Premises, including any Tenant Improvements (as defined in Exhibit F) and each Alterations that are Building standard as well as Common Areas serving or providing access to the Premises to substantially the same condition as existed prior to the casualty, except for modifications required by zoning and building codes and other laws and diligently pursue the same to completion, but such destruction shall in no way annul or void this Lease, provided that Tenant shall be entitled to a proportionate credit for rent to the extent the damage and Landlord’s repair period interfere with Tenant’s use of the Premises. Landlord shall use diligence in making repairs within a reasonable time period, subject to the Force Majeure provisions of Section 18.19, in which instance the time period shall be extended accordingly, and this Lease shall remain in full force and effect, with the rent to be proportionately reduced as provided above in this Section, provided, however, if the repairs are not completed within twelve (12) months following the date of the Casualty Notice (regardless of the time estimate for completion of the repairs and expressly excluding any additional time period for Force Majeure), then Tenant shall have the right to terminate this Lease by delivering written notice thereof to Landlord within ten (10) days after the expiration of the twelve (12) month period, with any such termination effective as of the date of the casualty. If the Premises are damaged by any peril within twelve (12) months prior to the last day of the Lease Term, and if Tenant has not previously exercised its Option to Extend, then either Landlord or Tenant may terminate this Lease on thirty (30) days’ written notice to the other party, provided that, in the event Landlord terminates the Lease in accordance with the immediately foregoing provision, Landlord’s termination notice shall be ineffective if Tenant shall deliver to Landlord a notice of exercise of Tenant’s Option to Extend within ten (10) business days following receipt of notice from Landlord. In the event of any termination of this Lease effected in accordance with this Section 8.1, the parties hereto shall thereafter be relieved freed and discharged of all further obligations hereunder not accrued before said datehereunder, except such obligations as, by their terms, must be performed as provided for in provisions of this Lease which survive the expiration or completed after such terminationearlier termination of the Lease Term.

Destruction of the Premises. Should the Premises or any Shared Areas which are reasonably necessary for access to or use of the Premises be destroyed or damaged in whole or in part at any time during the Term by fire, earthquake, act of God, or acts of the public enemy, or by any other casualty, the rights and duties of the parties Parties with respect to reconstruction, rebuilding or repair thereof, and with respect to the continuance or termination of this LeaseAgreement, shall be as follows:follows (except when such fire or other casualty resulted from the gross negligence or willful misconduct of Lessee or Lessee's agent, designee or invitee): (a) If the cost of reconstructing, rebuilding or repairing is less than fifty percent (50%) 20% of the total value of all improvementsimprovements on the Premises, excluding personal property and improvements made by Lessee, Lessor shall reconstruct, rebuild or repair the Premises Premises, exclusive of improvements made by Lessee, with no unreasonable delay, at Lessor's sole cost and expense, to the extent reasonably feasible using the insurance proceeds available. During the period of such reconstruction, rebuilding or repairing, the Base Rent herein provided to be paid by Lessee shall be reduced on a pro rata basis in the same proportion that the area of the Premises not able to be occupied by Lessee during such period bears to the area of Premises prior to such casualty. (b) If the cost of reconstructing, rebuilding or repairing is fifty percent (20% or more of the total value of all improvements on the Premises, excluding personal property and improvements made by Lessee, Lessee may terminate this Agreement at any time within 30 calendar days from the date of such casualty upon notice to Lessor. If the cost of reconstructing, rebuilding or repairing is 50%) % or more of the total value of all improvements, excluding personal property and improvements made by Lessee, either Lessor or Lessee or Lessor may terminate this Lease Agreement at any time within thirty (30) 30 calendar days from the date of such casualty upon notice to the other. In the event this Lease Agreement is not so terminated, Lessor shall reconstruct, rebuild or repair said Premises, exclusive of improvements made by Lessee, without unreasonable delay, at Lessor's sole cost and expense, to the extent reasonably feasible using the insurance proceeds available. In this eventDuring such period of reconstruction, rebuilding or repairing the Base Rent shall be prorated during the period of such reconstruction, rebuilding or repairing in the manner provided in subparagraph (a) above. (c) Notwithstanding the foregoing provisions of subparagraph (a), if, in Lessee's reasonable opinion, the damage damages caused by any such casualty cannot be repaired within ninety (90) 90 calendar days after the date of such casualty and in addition, such damage makes damages make the use of said Premises by Lessee impracticable, Lessee shall have the right right, at its option, to cancel this Lease Agreement upon notice to Lessor within twenty (20) 20 calendar days from and after the date of such casualty. (d) Any such termination shall be deemed effective as of the date of the casualty and each of the parties Parties hereto shall be relieved of all further obligations hereunder not accrued before said date, except such obligations as, by their terms, must be performed or completed after such termination.

Destruction of the Premises. Should the Premises or any Shared --------------------------- Areas which are reasonably necessary for access to or use of the Premises be destroyed or damaged in whole or in part at any time during the Term by fire, earthquake, act of God, or acts of the public enemy, or by any other casualty, the rights and duties of the parties Parties with respect to reconstruction, rebuilding or repair thereof, and with respect to the continuance or termination of this LeaseAgreement, shall be as follows:follows (except when such fire or other casualty resulted from the gross negligence or willful misconduct of Lessee or Lessee's agent, designee or invitee): (a) If the cost of reconstructing, rebuilding or repairing is less than fifty percent (50%) 20% of the total value of all improvementsimprovements on the Premises, excluding personal property and improvements made by Lessee, Lessor shall reconstruct, rebuild or repair the Premises Premises, exclusive of improvements made by Lessee, with no unreasonable delay, at Lessor's sole cost and expense, to the extent reasonably feasible using the insurance proceeds available. During the period of such reconstruction, rebuilding or repairing, the Base Rent herein provided to be paid by Lessee shall be reduced on a pro rata basis in the same proportion that the area of the Premises not able to be occupied by Lessee during such period bears to the area of Premises prior to such casualty. (b) If the cost of reconstructing, rebuilding or repairing is fifty percent (20% or more of the total value of all improvements on the Premises, excluding personal property and improvements made by Lessee, Lessee may terminate this Agreement at any time within 30 calendar days from the date of such casualty upon notice to Lessor. If the cost of reconstructing, rebuilding or repairing is 50%) % or more of the total value of all improvements, excluding personal property and improvements made by Lessee, either Lessor or Lessee or Lessor may terminate this Lease Agreement at any time within thirty (30) 30 calendar days from the date of such casualty upon notice to the other. In the event this Lease Agreement is not so terminated, Lessor shall reconstruct, rebuild or repair said Premises, exclusive of improvements made by Lessee, without unreasonable delay, at Lessor's sole cost and expense, to the extent reasonably feasible using the insurance proceeds available. In this eventDuring such period of reconstruction, rebuilding or repairing the Base Rent shall be prorated during the period of such reconstruction, rebuilding or repairing in the manner provided in subparagraph (a) above. (c) Notwithstanding the foregoing provisions of subparagraph (a), if, in Lessee's reasonable opinion, the damage damages caused by any such casualty cannot be repaired within ninety (90) 90 calendar days after the date of such casualty and in addition, such damage makes damages make the use of said Premises by Lessee impracticable, Lessee shall have the right right, at its option, to cancel this Lease Agreement upon notice to Lessor within twenty (20) 20 calendar days from and after the date of such casualty. (d) Any such termination shall be deemed effective as of the date of the casualty and each of the parties Parties hereto shall be relieved of all further obligations hereunder not accrued before said date, except such obligations as, by their terms, must be performed or completed after such termination.

Destruction of the Premises. Should Following a fire, explosion of any kind or other damage (destruction of Premises or physical inability to use the Premises for the contractual purpose set out in Article 1, save where caused by administrative reasons): (i) should all the Premises or a surface area representing more than 50% of the Premises be destroyed or damaged in whole rendered unusable, the Lease shall be terminated ipso jure with no compensation on either side. The entire benefit of insurance compensation shall be acquired by the Landlord (without prejudice to the application of any provisions of the Code des Assurances or in part at any time assignment of compensation which may be granted by the Landlord); (ii) should one of the buildings be destroyed or rendered unusable, the Landlord shall have the building(s) rebuilt and shall grant the Tenant a rent abatement pro rata to the floor area destroyed or rendered unusable during the Term by fire, earthquake, act of God, or acts of the public enemy, or by any other casualty, the rights and duties of the parties with respect to reconstruction, rebuilding or repair thereof, and with respect to the continuance or termination of this Lease, shall be as follows: (a) If the cost of reconstructing, rebuilding or repairing is less than fifty percent (50%) of the total value of all improvements, excluding personal property and improvements made by Lessee, Lessor shall reconstruct, rebuild or repair the Premises with no unreasonable delay, at Lessor's sole cost and expense. During the period of such reconstruction, rebuilding or repairing, the Base Rent herein provided to be paid by Lessee shall be reduced on a pro rata basis in the same proportion that the area of the Premises not able to be occupied by Lessee during such period bears to the area of Premises prior to such casualty. (b) If the cost of reconstructing, rebuilding or repairing is fifty percent (50%) or more of the total value of all improvements, excluding personal property and improvements made by Lessee, either Lessee or Lessor may terminate this Lease at any time within thirty (30) days from the date of such casualty upon notice to the otherreconstruction period. In the event this Lease is not so terminated, Lessor shall reconstruct, rebuild or repair said Premises, exclusive of improvements made by Lessee, without unreasonable delay, at Lessor's sole cost and expense. In this eventreconstruction as referred to in Article 13 (ii) above, the Base Rent Tenant waives all right to claim compensation from the Landlord whether in respect of works carried out or the unavailability of the building which has been destroyed. The Landlord undertakes to use best endeavours to have the damaged building(s) rebuilt without delay and according to the prevailing building standards and, more generally, planning regulations. Should the surface area of the new building be greater than the surface area destroyed or rendered unusable, the additional new space shall not be included in the scope of the Lease and the Tenant shall have one month from the date on which the final administrative consents have been granted to exercise a right of preference to have the additional space included in the scope of the Lease. Should the surface area of the new building be less than the surface area destroyed or rendered unusable, the new building shall be prorated during the period of such reconstruction, rebuilding or repairing included in the manner provided in subparagraph (a) above. (c) Notwithstanding the foregoing provisions if, in Lessee's reasonable opinion, the damage caused by any such casualty cannot be repaired within ninety (90) days after the date of such casualty and in addition, such damage makes the use of said Premises by Lessee impracticable, Lessee shall have the right at its option, to cancel this Lease upon notice to Lessor within twenty (20) days from and after the date of such casualty. (d) Any such termination shall be deemed effective as scope of the date of Lease in its entirety and the casualty Tenant shall benefit from a rent abatement pro rata to the surface area destroyed or rendered unusable and each of the parties hereto shall be relieved of all further obligations hereunder not accrued before said date, except such obligations as, by their terms, must be performed or completed after such terminationrebuilt.

Destruction of the Premises. Should the Premises be destroyed or damaged in whole or in part Regardless of any other provision of this Lease, if at any time during the Term the Building is damaged or destroyed by fire, earthquake, act of God, lightning or acts of the public enemy, tempest or by any other casualtycasualty (the date of such damage or destruction being called the "Damage Date"), the rights then and duties of the parties with respect to reconstruction, rebuilding or repair thereof, and with respect to the continuance or termination of this Lease, shall be as followsin every such event: (a) If if the cost of reconstructing, rebuilding damage or repairing is less than fifty destruction renders twenty five percent (50%) of the total value of all improvements, excluding personal property and improvements made by Lessee, Lessor shall reconstruct, rebuild or repair the Premises with no unreasonable delay, at Lessor's sole cost and expense. During the period of such reconstruction, rebuilding or repairing, the Base Rent herein provided to be paid by Lessee shall be reduced on a pro rata basis in the same proportion that the area of the Premises not able to be occupied by Lessee during such period bears to the area of Premises prior to such casualty. (b) If the cost of reconstructing, rebuilding or repairing is fifty percent (5025%) or more of the total value Rentable Area of all improvementsthe Building unfit for occupancy or it is impossible or unsafe to use and occupy it, excluding personal property or if in the opinion of the Landlord the Building is damaged or destroyed to such a material extent or the damage or destruction is of such a nature that the Building must be or should be totally or partially demolished, whether or not the Premises are damaged or destroyed and improvements made whether the Premises are to be reconstructed in whole or in part or not, or if Building, or any material and significant portion thereof, is damaged or destroyed in respect of a casualty for which the Landlord is not insured hereunder and was not required to be insured against, the Landlord may at its option terminate this Lease by Lesseegiving to the Tenant notice in writing of such termination within sixty (60) days of the Damage Date, in which event this Lease and the Term hereby demised shall cease and be at an end as of the Damage Date and the Rent shall be apportioned and paid in full to the Damage Date; (b) if the damage or destruction is such that the Premises are rendered wholly unfit for occupancy or it is impossible or unsafe to use and occupy them, and if in either Lessee event, the damage, in the opinion of the Architect cannot be repaired with reasonable diligence within one hundred and eighty (180) days from the Damage Date, then the Landlord or Lessor the Tenant may terminate this Lease at any time by giving to the other notice in writing of such termination within thirty (30) days from after receipt of the date of such casualty upon notice to the other. In the Architect's certificate, in which event this Lease is not so terminated, Lessor and the Term hereby demised shall reconstruct, rebuild or repair said Premises, exclusive of improvements made by Lessee, without unreasonable delay, cease and be at Lessor's sole cost an end as at the Damage Date and expense. In this event, the Base Rent shall be prorated during apportioned and paid in full to the period of such reconstruction, rebuilding or repairing in the manner provided in subparagraph (a) aboveDamage Date. (c) Notwithstanding If neither the foregoing provisions if, in Lessee's reasonable opinionLandlord nor the Tenant terminates this Lease, the damage caused Landlord will do the Landlord's Reconstruction and, to the extent of insurance proceeds actually received by any such casualty canthe Landlord (or which would have been received had the Landlord not be repaired within ninety been in default of its insurance obligations under this Lease), the Rent will abatx xxxm the Damage Date until the earlier of: (90i) sixty (60) days after the date of such casualty and in addition, such damage makes Landlord has completed the use of said Premises by Lessee impracticable, Lessee shall have the right at its option, to cancel this Lease upon notice to Lessor within twenty Landlord's Reconstruction; and (20ii) days from and after the date of such casualty. (d) Any such termination shall be deemed effective as of upon which the date of Tenant commences its business operations from the casualty and each of the parties hereto shall be relieved of all further obligations hereunder not accrued before said date, except such obligations as, by their terms, must be performed or completed after such termination.Premises;

Destruction of the Premises. Should PROPERTY LOSS OR DAMAGE. ----------------------------------------------------- A. If any portion of the Premises shall be destroyed damaged by fire or damaged in whole or in part at any time during the Term by fire, earthquake, act of God, or acts of the public enemy, or by any other casualty, and if Tenant shall give prompt notice thereof to Landlord, the rights and duties of the parties with respect to reconstruction, rebuilding or repair thereof, and with respect to the continuance or termination of this Lease, damages shall be as follows: (a) If repaired by and at the cost expense of reconstructing, rebuilding or repairing is less than fifty percent (50%) of Landlord and the total value of all improvements, excluding personal property and improvements Rent until such repairs shall be made by Lessee, Lessor shall reconstruct, rebuild or repair the Premises with no unreasonable delay, at Lessor's sole cost and expense. During the period of such reconstruction, rebuilding or repairing, the Base Rent herein provided to be paid by Lessee shall be reduced on a pro rata basis in the same proportion that which the area of the part of the Premises which is not able to be occupied usable by Lessee during such period Tenant bears to the total area of Premises prior the Premises. Landlord shall have no obligation to such casualtyrepair any damage to, or to replace, any fixtures, furniture, furnishings, equipment or other property or effects of Tenant so long as the damage was not the result of the negligence, gross negligence or willful misconduct of the Landlord. (b) If the cost of reconstructing, rebuilding or repairing is fifty percent (50%) or more B. Anything in subsection A of the total value Article 10 to the contrary notwithstanding, if the Premises are totally damaged or are rendered wholly untenanable, 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 opinion substantial alteration, demolition, or reconstruction of all improvementsthe Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), excluding personal property and improvements made by Lesseethen in any of such events, either Lessee or Lessor Landlord at Landlord's option, may , not later than sixty (60) days following the damage, give Tenant notice in writing terminating this Lease. If Landlord elects to terminate this Lease, the Term shall expire upon the tenth (10th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord. If Tenant shall not be in default under this Lease, then upon the termination of this Lease at any time under the conditions provided for in the next preceding and succeeding sentences, Tenant's liability for Rent shall cease as of the day following such damage. In the event the Premises are substantially damaged so that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant written notice ("Landlord's Notice") within thirty sixty (3060) days of Tenant's request of Landlord's reasonable estimate of the period required to reconstruct the Premises, which shall be based upon the opinion of Landlord's engineer or architect, and if such period of reconstruction is in excess of twelve (12) months from the date of such casualty upon notice to the other. In the event this Lease is not so terminatedfire or other casualty, Lessor shall reconstruct, rebuild or repair said Premises, exclusive of improvements made by Lessee, without unreasonable delay, at Lessor's sole cost and expense. In this event, the Base Rent shall be prorated during the period of such reconstruction, rebuilding or repairing in the manner provided in subparagraph (a) above. (c) Notwithstanding the foregoing provisions if, in Lessee's reasonable opinion, the damage caused by any such casualty cannot be repaired within ninety (90) days after the date of such casualty and in addition, such damage makes the use of said Premises by Lessee impracticable, Lessee then Tenant shall have the right to terminate this Lease by notice to Landlord given within ten (10) days of Landlord's Notice. C. Landlord shall not be liable for reasonable delays which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for reasonable delays on account of "labor troubles" or any other cause beyond Landlord's control. D. 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 other law of like import now or hereafter in force shall have no application in any such case. E. 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 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 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 or whatsoever nature other than as a result of the negligence, gross negligence or willful misconduct of the Landlord, its employees or agents; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in the Building or caused by construction of any private, public or quasi-public work; nor shall Landlord be liable for any latent defect in the Premises or in the Building. Anything in this Article 10 to the contrary notwithstanding, nothing in this Lease shall be construed to relieve Landlord from responsibility directly to Tenant for any loss or damage caused directly to Tenant wholly or in part by the gross 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 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 property adjacent to the Real Property by Landlord or others, 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 form its optionobligations hereunder nor constitute an eviction. Tenant shall reimburse and compensate Landlord as additional rent within five (5) days after rendition of statement for all expenditures made by , or damages or fines sustained or incurred by, Landlord due to cancel nonperformance or noncompliance 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 Lessor within twenty (20) days from 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 Building without Landlord's prior consent and after payment to Landlord of Landlord's costs in connection therewith. If such safe, machinery, equipment, freight, bulky matter or fixtures requires special handling, Tenant agrees to employ only persons holding Master Rigger's License to do said work, and that all work in connection therewith shall comply with the date Administrative Code of such casualty. (d) Any such termination the City of New York and all other laws and regulations applicable thereto, and shall be deemed effective done during such hours as Landlord many designate. Notwithstanding said consent of Landlord, Tenant shall indemnify Landlord for, and hold Landlord harmless and free from, damages sustained by persons or property and for any damages or monies paid out by Landlord in settlement of any claims or judgments, as well as for all expenses and reasonable attorneys' fees incurred in connection therewith an all costs incurred in repairing any damage to the date of the casualty and each of the parties hereto shall be relieved of all further obligations hereunder not accrued before said date, except such obligations as, by their terms, must be performed Building or completed after such terminationappurtenances.

Destruction of the Premises. Should the Premises be destroyed or damaged in whole or in part at any time during the Term by fire, earthquake, act of God, or acts of the public enemy, or by any other casualty, the rights and duties of the parties with respect to reconstruction, rebuilding or repair thereof, and with respect to the continuance or termination of this Lease, shall be as follows: (a) If the cost of reconstructing, rebuilding Premises shall be damaged by fire or repairing is less than fifty percent (50%) of the total value of all improvements, excluding personal property and improvements made by Lessee, Lessor shall reconstruct, rebuild or repair other casualty but the Premises with no unreasonable delayare not thereby rendered untenantable in whole or in part, at Lessor's sole cost and expense. During Tenant shall cause the period of such reconstruction, rebuilding or repairing, the Base Rent herein provided Premises to be paid by Lessee repaired and the Rent shall not be reduced on a pro rata basis in the same proportion that the area of the Premises not able to be occupied by Lessee during such period bears to the area of Premises prior to such casualtyabated. (b) If the cost Premises shall be damaged by fire or other casualty and the Premises are rendered partially untenantable, Tenant shall cause the Premises to be repaired except for structural damage which shall be repaired by Landlord. In the event of reconstructingpartial untenantability, rebuilding Rent shall be abated proportionately; but all additional costs and expenses shall be paid pursuant to the terms of this Lease. In the event that the structural damage to be repaired by the Landlord shall exceed Fifty Thousand Dollars ($50,000.00), then the parties agree that the Premises are rendered wholly untenantable and the Landlord or repairing Tenant (so long as such casualty has not been caused by Tenant's action or omission) shall have the option to terminate the Lease as set forth below. (c) Tenant shall not be entitled to any compensation or damages from Landlord for the loss of the use of the whole or any part of the Premises or damage to Tenant's personal property or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. Tenant's sole right as against Landlord in the event of fire or other casualty resulting (i) in wholly untentantable Premises is the termination of the Lease; or (ii) in partially untenantable Premises is abatement of Rent as aforesaid. (d) If the Premises are rendered wholly untenantable, or if the Building is damaged to the extent of fifty percent (50%) or more of the total value gross leasable area thereof, as determined by Landlord, then in any of all improvementssuch events, excluding personal property and improvements made Landlord or Tenant (so long as such casualty has not been caused by Lessee, either Lessee Tenant's action or Lessor omission) may elect to terminate this Lease at any time within thirty (30) days from by giving the date other party notice of such casualty upon notice to the other. In the event this Lease is not so terminated, Lessor shall reconstruct, rebuild or repair said Premises, exclusive of improvements made by Lessee, without unreasonable delay, at Lessor's sole cost and expense. In this event, the Base Rent shall be prorated during the period of such reconstruction, rebuilding or repairing in the manner provided in subparagraph (a) above. (c) Notwithstanding the foregoing provisions if, in Lessee's reasonable opinion, the damage caused by any such casualty cannot be repaired election within ninety (90) days after the date occurrence of such casualty and in additionevent. If such notice is given, such damage makes the use future obligations of said Premises by Lessee impracticable, Lessee the parties shall have the right at its option, to cancel this Lease upon notice to Lessor within twenty (20) days from and after the date of such casualty. (d) Any such termination shall be deemed effective cease as of the date of the such notice, (unless such casualty has been caused by Tenant's action or omission), and each Rent (other than Rent due Landlord by reason of the parties hereto Tenant's failure to perform any of its obligation hereunder) shall be relieved adjusted and paid to the date of all further obligations hereunder not accrued before said date, except such obligations as, by their terms, must be performed or completed after such termination.