Outage Restoration If an outage on the Attachment Facilities or System Upgrade Facilities or System Deliverability Upgrades of the Connecting Transmission Owner or Developer adversely affects the other Party’s operations or facilities, the Party that owns the facility that is out of service shall use Reasonable Efforts to promptly restore such facility(ies) to a normal operating condition consistent with the nature of the outage. The Party that owns the facility that is out of service shall provide the other Party and NYISO, to the extent such information is known, information on the nature of the Emergency State, an estimated time of restoration, and any corrective actions required. Initial verbal notice shall be followed up as soon as practicable with written notice explaining the nature of the outage.
Restoration In the case of any damage to or destruction of the Improvements by Casualty, Tenant shall use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the Redevelopment Plans (the “Restoration Work”). The Restoration Work by Tenant shall be commenced promptly following the Casualty and shall be performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or another developer reasonably acceptable to Landlord, and (ii) an estimate of the amount of the Insurance Proceeds that are or will become available to Tenant in connection with the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a substantial portion of the Property is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, then, unless and except if Landlord agrees to fund such shortfall in connection with the Restoration Work, Tenant shall have the right, at its option, to terminate this Lease, it being expressly acknowledged and agreed that all of Tenant’s obligations hereunder with respect to the Restoration Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which Tenant has received or is entitled to receive in connection with the Casualty, which pertain in whole or in part to the Property (excluding any portion of the Insurance Proceeds that relate to the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Rent in connection with such event or the period during which Tenant or any occupants of the Property are unable to utilize the Property for their intended uses. The terms of this Section 11 shall survive the expiration or earlier termination of this Lease.
Tenant Improvements Tenant will cause to be constructed, at Tenant’s sole cost and expense (subject to Landlord’s payment of the Improvement Allowance), the Tenant Improvements. The Tenant Improvements will be designed and constructed as described in this Exhibit “D”. Tenant will select the Contractor to be the general contractor to perform the Work. Landlord shall have the right to approve (such approval not to be unreasonably withheld, conditioned or delayed) the Contractor and all subcontractors that will be performing any portion of the Work. All contractors that will be performing any portion of the Work shall be union contractors. Tenant will pay all direct and indirect costs of the design and construction of the Tenant Improvements (subject to the Landlord’s payment of the Improvement Allowance as provided for herein). Such costs may include, without limitation, all costs of preparing the Space Plan, construction document preparation, design, Plans and Specifications, general conditions, labor, materials, and other construction costs, the fees (on an hourly basis) of Contractor’s project manager and site superintendent for the Tenant Improvements, and all costs incurred in connection with obtaining permits for the Tenant Improvements. For all purposes of ownership, including risk of loss thereto, the Tenant Improvements will immediately upon installation be and remain a part of the Building and the property of Landlord, provided that as provided in Section 15 of this Lease, Landlord may require Tenant to remove same upon the expiration or earlier termination of the Lease Term. Tenant currently occupies the Premises under the Existing Sublease and Landlord permits Tenant to immediately commence construction of the Tenant Improvements from and after the Effective Date of this Lease [subject to Tenant’s compliance with the terms and conditions of the Existing Sublease (if then applicable), including, without limitation, Tenant’s receipt of approval from Tenant’s sublessor thereunder]. Tenant shall use its best efforts to complete the Tenant Improvements on or before July 31, 2017. Notwithstanding the foregoing sentence to the contrary, as part of the Tenant Improvements, Tenant shall perform the work necessary to separately demise the Premises from the remaining portion of the sixth (6th) floor of the Building, including the installation of a demising wall (the “Demising Work”) on or before April 1, 2017. Tenant acknowledges that the tenant in the premises adjacent to the Premises will also be performing demising work. Tenant’s performance of the Demising Work shall be coordinated with Landlord and Tenant shall cooperate with Landlord and/or Landlord’s contractors in all ways to ensure the efficient and expeditious scheduling, staging and performance of the Demising Work. The Demising Work shall not adversely affect any construction work being performed by or for Landlord or its tenants and shall be performed in harmony with Landlord’s contractors and subcontractors and with other contractors and subcontractors in the Complex. Tenant shall impose on and enforce all applicable terms of this Tenant Improvements Agreement against Tenant’s contractors. Landlord shall have the right to order Tenant or any of Tenant’s contractors who violate the requirements imposed on Tenant or Tenant’s contractors in performing the Demising Work to cease performance of the Demising Work and to remove its equipment and employees from the Building. No such action by Landlord shall cause any extension of the Commencement Date nor relieve Tenant from any of its obligations under the Lease. Further, notwithstanding anything herein to the contrary, any delay in the completion of the Demising Work, or any interference to Tenant’s business operations or inconvenience suffered by Tenant during the performance of any adjacent tenant’s demising work shall not subject Landlord to any liability for any loss or damages resulting there from nor entitle Tenant to any credit, abatement or adjustment of Rent or other sum payable under the Lease, as amended hereby. During Tenant’s design, construction and installation of the Tenant Improvements, Tenant shall pay for all Building services and utilities, if and to the extent required, (i) in accordance with the Existing Sublease from the Effective Date through March 31, 2017, and (ii) in accordance with this Lease from and after April 1, 2017.
