Citigroup (C)

Damage or Destruction

19.01. For purposes of this lease, the following terms shall have the following meanings:

(a) the term “Leasehold Improvements” shall mean all improvements heretofore or hereafter made to portions of the Premises other than portions of the Premises constituting Base Elements.

(b) the term “Base Elements” shall mean the structure, core and shell of the Building and the Building Systems.

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(c) the term “Building Systems” shall mean (1) the elevators and escalators of the Building; (2) the window washing and waste compacting and removal equipment of the Building; (3) the core toilets and utility closets of the Building, and all fixtures and equipment installed therein; and (4) the electrical, HVAC, mechanical, chilled water, condenser water, plumbing, domestic water, sanitary, sprinkler, fire control, alarm and prevention, BMS, life safety and security systems and other facilities of the Building (together with all related equipment), brought to and including, but not beyond, the point on each floor of the Building at which such systems connect to horizontal distribution facilities; provided, however that, notwithstanding anything contained in this clause (4) to the contrary, the following shall be considered part of the Building Systems: (x) the entire main distribution loop of the sprinkler system on each floor of the Building and (y) the entire perimeter HVAC system on each floor of the Building.

19.02. If the Premises shall be partially or totally damaged or destroyed by fire or other casualty, then:

(a) Tenant (or in the case, Tenant has exercised the Insurance Election, Landlord, in which case, the obligations of Landlord under this Section 19.02 may herein be called “Landlord’s Restoration Obligation”) shall promptly settle any insurance claims and repair the damage to and restore and rebuild the Base Elements (subject to changes thereto necessitated by Legal Requirements) diligently and in a workmanlike manner (it being understood and agreed that Tenant’s obligations under this Section 19.02 to restore and rebuild the Base Elements shall not be contingent upon receipt of proceeds or settlement of any insurance claims, and

(b) Tenant shall (i) at Tenant’s option, restore all or such portion of Tenant’s Property as Tenant may elect to restore and (ii) repair the damage to and restore such portion of the Leasehold Improvements on such floor as Tenant shall deem desirable, but which at a minimum shall include, drop ceilings, lighting and HVAC distribution commensurate with a usable open floor plan (herein collectively called the “Improvements Restoration Work”), which Improvements Restoration Work shall be performed diligently and in a workmanlike manner.

The Improvements Restoration Work shall be deemed to constitute Alterations for the purposes of Article 11. The proceeds of policies providing coverage for the Base Elements (but only if Tenant has not exercised the Insurance Election) and Leasehold Improvements shall be paid to Tenant (or in the case of proceeds relating to the Base Elements, the depository in accordance with Section 9.03) in each case to be used by Tenant to restore and rebuild the Base Elements and perform the Improvements Restoration Work to the extent Tenant is to perform the same, and otherwise to be retained by Tenant. If Tenant shall have exercised the Insurance Election and this lease shall be terminated by Tenant pursuant to this Article 19, then, Landlord shall pay to

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Tenant the portions of any proceeds of Landlord’s insurance policies that are attributable to any Tenant-Funded Residual Cap Ex Amounts.

19.03. If Tenant has not exercised the Insurance Election and all or part of the Premises shall be damaged or destroyed or rendered completely or partially untenantable or inaccessible on account of fire or other casualty there shall be no abatement in Fixed Rent or other amounts payable by Tenant hereunder.

19.04. If Tenant has exercised the Insurance Election, then, in the case of any damage or destruction mentioned in this Article 19 that occurs from and after the Insurance Election Date that results in at least one full floor of the Premises being rendered untenantable (and such affected portion of the Premises cannot be made tenantable within the applicable time periods set forth in Section 19.04(b) of Exhibit J annexed hereto relative to a casualty occurring during the last two (2) years of the Term (the “Applicable Time Periods”) as determined by Landlord’s Expert in an Expert’s Notice (as defined in Exhibit J) given with fifteen (15) days following the date of casualty), then effective as of the date of such casualty this Article 19 shall automatically, without further action or execution by the parties, be deemed to be restated and amended to reflect all of the terms and conditions set forth in Exhibit J.

19.05. Landlord and Tenant shall cooperate with each other in connection with the settlement of any insurance claims and the collection of any insurance proceeds payable in respect of any casualty to the Building and/or Leasehold Improvements and/or Tenant’s Property, and shall comply with all reasonable requests made by the other in connection therewith, including, without limitation, the execution of any affidavits required by the applicable insurance companies.

19.06. Except to the extent expressly set forth in Exhibit J, if applicable, Tenant shall not be entitled to terminate this lease and Landlord shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises pursuant to this Article 19.

19.07. Except to the extent Tenant has exercised the Insurance Election, Landlord will not be obligated to carry insurance of any kind on the Base Elements, Tenant’s Property or on Tenant’s Leasehold Improvements and shall not be obligated to repair any damage to or replace any of the foregoing and, Tenant agrees to look solely to its insurance for recovery of any damage to or loss of any of the foregoing.

19.08. The provisions of this Article 19 shall be deemed an express agreement governing any case of damage or destruction of the Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for such a contingency in the absence of an express agreement, and any other law of like import, now or hereafter in force, shall have no application in such case.

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ARTICLE 20

Damage or Destruction

19.01. For purposes of this lease, the following terms shall have the following meanings:

(a) the term “Leasehold Improvements” shall mean all improvements heretofore or hereafter made to portions of the Premises other than portions of the Premises constituting Base Elements.

(b) the term “Base Elements” shall mean the structure, core and shell of the Building and the Building Systems.

(c) the term “Building Systems” shall mean (1) the elevators and escalators of the Building; (2) the window washing and waste compacting and removal equipment of the Building; (3) the core toilets and utility closets of the Building, and all fixtures and equipment installed therein; and (4) the electrical, HVAC, mechanical, chilled water, condenser water, plumbing, domestic water, sanitary, sprinkler, fire control, alarm and prevention, BMS, life safety and security systems and other facilities of the Building (together with all related equipment), brought to and including, but not beyond, the point on each floor of the Building at which such systems connect to horizontal distribution facilities; provided, however that, notwithstanding anything contained in this clause (4) to the contrary, the following shall be considered part of the Building Systems: (x) the entire main distribution loop of the sprinkler system on each floor of the Building and (y) the entire perimeter HVAC system on each floor of the Building.

19.02. If the Premises shall be partially or totally damaged or destroyed by fire or other casualty, then:

(a) Tenant (or in the case, Tenant has exercised the Insurance Election, Landlord, in which case, the obligations of Landlord under this Section 19.02 may herein be called “Landlord’s Restoration Obligation”) shall promptly settle any insurance claims and repair the damage to and restore and rebuild the Base Elements (subject to changes thereto necessitated by Legal Requirements) diligently and in a workmanlike manner (it being understood and agreed that Tenant’s obligations under this

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Section 19.02 to restore and rebuild the Base Elements shall not be contingent upon receipt of proceeds or settlement of any insurance claims, and

(b) Tenant shall (i) at Tenant’s option, restore all or such portion of Tenant’s Property as Tenant may elect to restore and (ii) repair the damage to and restore such portion of the Leasehold Improvements on such floor as Tenant shall deem desirable, but which at a minimum shall include, drop ceilings, lighting and HVAC distribution commensurate with a usable open floor plan (herein collectively called the “Improvements Restoration Work”),which Improvements Restoration Work shall be performed diligently and in a workmanlike manner.

The Improvements Restoration Work shall be deemed to constitute Alterations for the purposes of Article 11. The proceeds of policies providing coverage for the Base Elements (but only if Tenant has not exercised the Insurance Election) and Leasehold Improvements shall be paid to Tenant (or in the case of proceeds relating to the Base Elements, the depository in accordance with Section 9.03) in each case to be used by Tenant to restore and rebuild the Base Elements and perform the Improvements Restoration Work to the extent Tenant is to perform the same, and otherwise to be retained by Tenant. If Tenant shall have exercised the Insurance Election and this lease shall be terminated by Tenant pursuant to this Article 19, then, Landlord shall pay to Tenant the portions of any proceeds of Landlord’s insurance policies that are attributable to any Tenant-Funded Residual Cap Ex Amounts.

19.03. If Tenant has not exercised the Insurance Election and all or part of the Premises shall be damaged or destroyed or rendered completely or partially untenantable or inaccessible on account of fire or other casualty there shall be no abatement in Fixed Rent or other amounts payable by Tenant hereunder.

19.04. If Tenant has exercised the Insurance Election, then, in the case of any damage or destruction mentioned in this Article 19 that occurs from and after the Insurance Election Date that results in at least one full floor of the Premises being rendered untenantable (and such affected portion of the Premises cannot be made tenantable within the applicable time periods set forth in Section 19.04(b)(i) of the Amended and Restated Lease relative to a casualty occurring during the last two (2) years of the Term (the “Applicable Time Periods”) as determined by Landlord’s Expert in an Expert’s Notice (as defined in the Amended and Restated Lease) given with fifteen (15) days following the date of casualty), then effective as of the date of such casualty this lease shall automatically, without further action or execution by the parties, be deemed to be restated and amended to reflect all of the terms and conditions set forth in the form of Amended and Restated Lease annexed hereto as Exhibit J (the “Amended and Restated Lease”), modified only to complete, in accordance with the terms hereof, those items left blank by necessity on the Amended and Restated Lease, such as the description of the Premises, Tenant’s Share and the amount of Fixed Rent, and the premises demised to Tenant thereunder shall exclude the portions of the Premises so rendered untenantable

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(with appropriate reductions in the Fixed Rent and Tenant’s proportionate share in operating expenses and real estate taxes). Upon the request of either party, Landlord and Tenant shall sign and deliver the Amended and Restated Lease annexed hereto, with the completion of items as aforesaid; provided, however, that without limiting the remedies available to either party for the other party’s failure or refusal to so sign and deliver said Amended and Restated Lease, such failure by either party shall not in any way affect the aforesaid automatic restatement and amendment of this lease. In the event of any damage or destruction mentioned in this Article 19 that occurs during the period that Landlord is required to maintain insurance pursuant to Section 9.06 and Section 9.07 that affects (x) one or more partial Office Floors and/or all or any portion of the retail and/or storage areas of the Premises in the Lobby and/or Basement and/or all or any portion of the Building that would otherwise constitute common areas if multi-tenanted and/or (y) one or more full Office Floors for which it is determined by Landlord’s Expert that same can be restored and made tenantable in less than the Applicable Time Period (irrespective of whether such restoration is completed with the Applicable Time Period), then, in any such case, the respective repair and restoration obligations and rights and remedies of Landlord and Tenant with respect thereto shall be as set forth in Article 19 of the Amended and Restated Lease (irrespective of the fact that the Amended and Restated Lease is not then in effect) and Tenant shall be entitled to an abatement in rent with respect thereto in accordance with the terms of the Amended and Restated Lease (irrespective of the fact that the Amended and Restated Lease is not then in effect). For purposes of this Article 19, the term “untenantable” shall mean inaccessible or unusable for the normal conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of the casualty in question and Tenant ceases the operation of its business within the Premises (or the portion thereof deemed “untenantable”, as the case may be) other than to the limited extent of Tenant’s security personnel for the preservation of Tenant’s property, Tenant’s insurance adjusters, and/or a minimal number of Tenant’s employees for file retrieval, planning of temporary relocation and other disaster recovery functions (collectively, “Disaster Functions”). In the event that a portion of any floor of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of such floor for the conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of such casualty and Tenant (or such subtenant) ceases the operation of its business within the entire floor (except for Disaster Functions), such entire floor shall be deemed to be untenantable. In the event that a portion of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of the Premises for the conduct of Tenant’s business in a manner which is consistent with Tenant’s use prior to the occurrence of such casualty and Tenant ceases the operation of its business within the entire Premises (except for Disaster Functions), the entire Premises shall be deemed to be untenantable.

19.05. Landlord and Tenant shall cooperate with each other in connection with the settlement of any insurance claims and the collection of any insurance proceeds

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payable in respect of any casualty to the Building and/or Leasehold Improvements and/or Tenant’s Property, and shall comply with all reasonable requests made by the other in connection therewith, including, without limitation, the execution of any affidavits required by the applicable insurance companies.

19.06. Except to the extent expressly set forth in the Amended and Restated Lease, Tenant shall not be entitled to terminate this lease and Landlord shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises pursuant to this Article 19.

19.07. Except to the extent Tenant has exercised the Insurance Election, Landlord will not be obligated to carry insurance of any kind on the Base Elements, Tenant’s Property or on Tenant’s Leasehold Improvements and shall not be obligated to repair any damage to or replace any of the foregoing and, Tenant agrees to look solely to its insurance for recovery of any damage to or loss of any of the foregoing.

19.08. The provisions of this Article 19 shall be deemed an express agreement governing any case of damage or destruction of the Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for such a contingency in the absence of an express agreement, and any other law of like import, now or hereafter in force, shall have no application in such case.

ARTICLE 20

Damage or Destruction

19.01. For purposes of this lease, the following terms shall have the following meanings:

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(a) the term “Leasehold Improvements” shall mean all improvements heretofore or hereafter made to portions of the Premises other than portions of the Premises constituting Base Elements.

(b) the term “Base Elements” shall mean the structure, core and shell of the Building and the Building’s Systems.

(c) the term “Building Systems” shall mean (1) the elevators and escalators of the Building; (2) the window washing and waste compacting and removal equipment of the Building; (3) the core toilets and utility closets of the Building, and all fixtures and equipment installed therein; and (4) the electrical, HVAC, mechanical, chilled water, condenser water, plumbing, domestic water, sanitary, sprinkler, fire control, alarm and prevention, BMS, life safety and security systems and other facilities of the Building (together with all related equipment), brought to and including, but not beyond, the point on each floor of the Building at which such systems connect to horizontal distribution facilities; provided, however that, notwithstanding anything contained in this clause (4) to the contrary, the following shall be considered part of the Building Systems: (x) the entire main distribution loop of the sprinkler system on each floor of the Building and (y) the entire perimeter HVAC system on each floor of the Building.

19.02. If the Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this lease shall not be terminated as hereinafter provided in this Article 19), then:

(a) Tenant (or in the case, Tenant has exercised the Insurance Election, Landlord, in which case, the obligations of Landlord under this Section 19.02 may herein be called “Landlord’s Restoration Obligation”) shall promptly settle any insurance claims and repair the damage to and restore and rebuild the Base Elements (subject to changes thereto necessitated by Legal Requirements) diligently and in a workmanlike manner (it being understood and agreed that Tenant’s obligations under this Section 19.02 to restore and rebuild the Base Elements shall not be contingent upon receipt of proceeds or settlement of any insurance claims nor shall Tenant’s restoration obligations be contingent in any way on any alleged breach of non-performance by Landlord under the lease or any alleged invalidity of any provision of the lease), and

(b) Tenant shall (i) at Tenant’s option, restore all or such portion of Tenant’s Property as Tenant may elect to restore and (ii) at Tenant’s option, to be exercised separately with respect to each floor of the Premises, either

(A) repair the damage to and restore such portion of the Leasehold Improvements on such floor as shall, at a minimum, result in a usable open floor plan, including, without limitation, ceiling, lighting and floor coverings and any and all Leasehold Improvements which are required to be installed therein to permit such floor to be used in compliance with

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applicable Legal Requirements (herein collectively called the “Improvements Restoration Work”); or

(B) demolish the Leasehold Improvements located on such floor (herein called the “Improvements Demolition Work”),

which Improvements Restoration Work or Improvements Demolition Work (as the case may be) shall be performed diligently and in a workmanlike manner.

The Improvements Restoration Work and the Improvements Demolition Work shall be deemed to constitute Alterations for the purposes of Article 11. The proceeds of policies providing coverage for the Base Elements (but only if Tenant has not exercised the Insurance Election) and Leasehold Improvements shall be paid to Tenant, to be used by Tenant to restore and rebuild the Base Elements and perform the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be), to the extent Tenant is to perform the same, and otherwise to be retained by Tenant. If Tenant shall have exercised the Insurance Election and this lease shall be terminated by Tenant pursuant to this Article 19, then, Landlord shall pay to Tenant the portions of any proceeds of Landlord’s insurance policies that are attributable to any Tenant-Funded Residual Cap Ex Amounts.

19.03. If Tenant has not exercised the Insurance Election and all or part of the Premises shall be damaged or destroyed or rendered completely or partially untenantable or inaccessible on account of fire or other casualty there shall be no abatement in Fixed Rent or Additional Charges under Article 3.

19.04. If Tenant has exercised the Insurance Election, then, in the case of any damage or destruction mentioned in this Article 19 that occurs during the period that Landlord is required to maintain insurance pursuant to Section 9.06 and Section 9.07 that results in at least one full floor of the Premises being rendered untenantable (and such affected portion of the Premises cannot be made tenantable within sixty (60) days from the date of such casualty), then effective as of the date of such casualty this lease shall automatically, without further action or execution by the parties, be deemed to be restated and amended to reflect all of the terms and conditions set forth in the form of Restated and Amended Lease as if the Surrender Date had occurred, and the premises demised to Tenant thereunder shall exclude the full floor portions of the Premises so rendered untenantable (with appropriate reductions in the Fixed Rent and Tenant’s proportionate share in operating expenses and real estate taxes). In the event of any damage or destruction mentioned in this Article 19 that occurs during the period that Landlord is required to maintain insurance pursuant to Section 9.06 and Section 9.07 that affects (x) one or more partial Office Floors and/or all or any portion of the retail and/or storage areas of the Premises in the Lobby and/or Concourse of the Building and/or all or any portion of the Deemed Common Areas and/or (y) one or more full Office Floors for which it is determined that same can be restored and made tenantable in less than the sixty (60) day period referred to above (irrespective of whether such restoration is

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completed with said sixty (60) days), then, in any such case, the respective repair and restoration obligations of Landlord and Tenant with respect thereto shall be as set forth in the Amended and Restated Lease (irrespective of the fact that the Amended and Restated Lease is not then in effect) and Tenant shall be entitled to an abatement in rent with respect thereto in accordance with the terms of the Amended and Restated Lease (irrespective of the fact that the Amended and Restated Lease is not then in effect). For purposes of this Article 19, the term “untenantable” shall mean inaccessible or unusable for the normal conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of the casualty in question and Tenant ceases the operation of its business within the Premises (or the portion thereof deemed “untenantable”, as the case may be) other than to the limited extent of Tenant’s security personnel for the preservation of Tenant’s property, Tenant’s insurance adjusters, and/or a minimal number of Tenant’s employees for file retrieval, planning of temporary relocation and other disaster recovery functions (collectively, “Disaster Functions”). In the event that a portion of any floor of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of such floor for the conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of such casualty and Tenant (or such subtenant) ceases the operation of its business within the entire floor (except for Disaster Functions), such entire floor shall be deemed to be untenantable. In the event that a portion of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of the Premises for the conduct of Tenant’s business in a manner which is consistent with Tenant’s use prior to the occurrence of such casualty and Tenant ceases the operation of its business within the entire Premises (except for Disaster Functions), the entire Premises shall be deemed to be untenantable.

19.05. Landlord and Tenant shall cooperate with each other in connection with the settlement of any insurance claims and the collection of any insurance proceeds payable in respect of any casualty to the Building and/or Leasehold Improvements and/or Tenant’s Property and in the performance of their respective restoration obligations, and shall comply with all reasonable requests made by the other in connection therewith, including, without limitation, the execution of any affidavits required by the applicable insurance companies.

19.06. Except to the extent expressly set forth in this Article 19, Tenant shall not be entitled to terminate this lease and Landlord shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises pursuant to this Article 19.

19.07. Except to the extent Tenant has exercised the Insurance Election, Landlord will not be obligated to carry insurance of any kind on the Base Elements, Tenant’s Property or on Tenant’s Leasehold Improvements and shall not be obligated to

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repair any damage to or replace any of the foregoing and, Tenant agrees to look solely to its insurance for recovery of any damage to or loss of any of the foregoing.

19.08. The provisions of this Article 19 shall be deemed an express agreement governing any case of damage or destruction of the Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for such a contingency in the absence of an express agreement, and any other law of like import, now or hereafter in force, shall have no application in such case.

ARTICLE 20