Common use of Landlord’s Statement Clause in Contracts

Landlord’s Statement. (a) Landlord’s failure to render a Landlord’s Statement with respect to any payment period shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect thereto or with respect to any subsequent payment period, nor shall the rendering of a Landlord’s Statement prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for that payment period. Nothing herein contained shall restrict Landlord from issuing a Landlord’s Statement at any time there is an increase in Pilot, Taxes or Operating Expenses during any payment period or any time thereafter. Notwithstanding the foregoing provisions of this Section 7.5(a), Landlord shall not be entitled to issue a Landlord’s Statement with respect to an Operating Year or Tax Year after the date which is (i) in the case of Taxes, three (3) years after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to such Tax Year and (ii) in the case of Operating Expenses, two (2) years after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to such Operating Year. For the avoidance of doubt, Landlord shall render a Landlord’s Statement with respect to Taxes and Operating Expenses for the Base Pilot Year and the Base Operating Year, as applicable. (b) In the event that Tenant disputes the Landlord’s Statement or Landlord’s calculation of Operating Expenses, as applicable, then Tenant may send a notice (“Tenant’s Statement”) to Landlord specifying in reasonable detail the reason for Tenant’s disagreement and the amount of Tenant’s Operating Payment and/or any other Additional Rent payable under this Article 7, as applicable, Tenant claims is properly due to Landlord to the extent such amount is then known by Tenant, and requesting to examine Landlord’s books and records relating to Operating Expenses and/or Taxes and/or other Additional Rent in connection with any such dispute, provided that Tenant delivers Tenant’s Statement no later than one hundred eighty (180) days after the date on which Landlord shall have delivered the Landlord’s Statement to Tenant, as described in Section 7.3(c). If Tenant shall not give such Tenant’s Statement within such one hundred eighty (180) day period, then Landlord’s Statement shall be conclusive and binding upon Tenant and Tenant shall be deemed to have waived any further rights to pursue such dispute. Tenant shall have the right to examine Landlord’s books and records relating to Operating Expenses and/or Taxes and/or other Additional Rent and/or (subject to the time limitation set forth below with respect to the Base Pilot Year and the Base Operating Year) the Base Pilot Year and/or the Base Operating Year in connection with any such dispute; provided that (i) Tenant shall have delivered such Tenant’s Statement within one hundred eighty (180) days after the date on which Landlord shall have delivered such Landlord’s Statement to Tenant, (ii) Tenant completes such examination within one hundred eighty (180) days after the delivery by Tenant to Landlord of the Tenant’s Statement in question and (iii) Tenant shall comply with any confidentiality requirements reasonably imposed by Landlord (including, without limitation, the execution and delivery of a confidentiality agreement reasonably acceptable to Landlord). Tenant covenants and agrees that Tenant will not employ, in connection with such examination, any Person who is to be compensated, in whole or in part, on a contingency fee basis. If Tenant sends a Tenant’s Statement, Tenant may elect to have a certified public accountant of reputable quality examine, at Landlord’s office or at such other location in the Borough of Manhattan as Landlord may reasonably designate, such of Landlord’s books and records as are relevant to the Landlord’s Statement in question (the “Operating Records”), which shall include the books and records relating to Pilot, Taxes, Operating Expenses and/or or other Additional Rent for the Base Pilot Year, the Base Operating Year, the calendar year preceding the calendar year in question and the calendar year in question but not with respect to any prior years; provided, however, that Tenant shall only have the right to have such certified public accountant examine the Operating Records (I) relating to Taxes for the Base Pilot Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Taxes for the Base Pilot Year and (II) relating to Operating Expenses for the Base Operating Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Operating Expenses for the Base Operating Year. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating Payment and/or any other Additional Rent payable under this Article 7 shall be resolved by arbitration in accordance with the provisions of Article 34 hereof. Notwithstanding the foregoing provisions of this Section 7.5(c), Tenant, pending the resolution of any contest pursuant to the terms hereof shall continue to pay all sums as determined to be due in the first instance by Landlord’s Statement. Upon the resolution of such contest, suitable adjustment shall be made in accordance therewith within thirty (30) days of such resolution, and in the case of an overpayment, Landlord shall, at its option, either pay to Tenant or apply a credit against the next installments of Additional Rent, the amount of such overpayment (together with interest thereon at the Applicable Rate); provided, however, that upon the expiration or earlier termination of this Lease, Landlord shall pay such amount to Tenant, if such amount has not yet been so paid or credited. Tenant’s payment of any Tenant’s Operating Payment shall not preclude Tenant from later disputing the correctness of any Landlord’s Statement if done in accordance with and within the time frames so set forth in this Section 7.5. Notwithstanding anything to the contrary contained herein, (I) Tenant shall pay all fees and expenses relating to such contest (other than Landlord’s own legal fees), unless it is finally determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than five percent (5%) for such year and (II) Landlord shall pay all of Tenant’s reasonable out-of-pocket fees and expenses (including Tenant’s reasonable legal fees) relating to such contest if it is finally determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than twelve percent (12%) for such year.

Landlord’s Statement. (a) Within one hundred twenty (120) days after the end of each calendar year during the Term, Landlord shall furnish Tenant with a statement reflecting the actual Operating Expenses for the prior calendar year (“Landlord’s Statement”). Upon receipt of such statement, Tenant may request, and Landlord shall within thirty (30) days provide, reasonable back-up documentation for same. If Tenant’s Proportionate Share of actual Operating Expenses for any prior calendar year shall be greater (resulting in a deficiency) or shall be less (resulting in an excess), than the estimated amount actually paid by Tenant during such calendar year, then: (i) Tenant shall, in case of such a deficiency, pay to Landlord as Additional Rent for such calendar year the amount of the difference, in a lump sum on the later of (x) the due date of the next succeeding monthly installment of Fixed Rent after the date of notice to Tenant or (y) 30 days after such notice of deficiency; or (ii) in case of such an excess, Landlord shall credit to Tenant the amount of the difference against the next due payments of Additional Rent, or in the case of the expiration of the Lease, Landlord shall remit Tenant such difference within thirty (30) days. Any adjustment for the final year of the Term shall survive the expiration thereof. If Landlord shall fail to deliver a Landlord’s Statement for any year (including the final year of the term of this Lease), Tenant may initiate, and the parties shall join in, an arbitration pursuant to Section 3.2 hereof to obtain disclosure of the information that would have been provided if Landlord had sent its Landlord’s Statement. Once Tenant has obtained such information in the arbitration, all of Tenant’s rights set forth in the balance of this Section 6.2 shall be applicable. (b) Landlord shall render to Tenant Landlord’s Statement at any time during or after the Term (but in no event later than after the second anniversary of the last day of the calendar year to which such Landlord’s Statement relates). Landlord’s failure to so render Landlord’s Statement with respect to any calendar year, or Landlord’s delay in so rendering Landlord’s Statement beyond the date specified in this subsection 6.2(b). shall preclude Landlord from rendering a Landlord’s Statement with respect to such calendar year, but shall not prejudice Landlord’s right to timely render a Landlord’s Statement with respect to any payment period subsequent year. The obligations of Landlord and Tenant under the provisions of this Article shall not prejudice Landlord’s right to thereafter render a survive the expiration or earlier termination of the Term. (c) Each Landlord’s Statement with respect thereto or with respect to any subsequent payment periodshall be conclusive and binding upon Tenant unless, nor within six (6) months after receipt of such Landlord’s Statement, Tenant shall notify Landlord that it disputes the rendering correctness of a Landlord’s Statement, specifying in reasonable detail the respects in which Landlord’s Statement prejudice Landlord’s is claimed to be incorrect, but reserving the right to thereafter render a corrected challenge any additional items that may arise during the course of any audit. Tenant’s dispute as to the correctness of Landlord’s Statement for that payment periodmay include, without limitation, a dispute as to Landlord’s determination of the appropriate Tenant’s Proportionate Share in respect to the allocated costs of services among tenants within the Building and among users of such services within the Park. Nothing herein contained Pending the determination of such dispute Tenant shall restrict Landlord from issuing a pay Tenant’s Proportionate Share of the Operating Expenses in accordance with the applicable Landlord’s Statement at within twenty (20) days after receipt of such Landlord’s Statement, and such payments shall be without prejudice to Tenant’s position. Tenant (and its consultants) may, upon reasonable prior notice to Landlord, inspect the records of the material reflected on any time there is an increase in Pilot, Taxes or Operating Expenses during any payment period or any time thereafter. Notwithstanding the foregoing provisions of this Section 7.5(a), Landlord shall not be entitled to issue a Landlord’s Statement with respect during the six (6) month period and make copies thereof. Tenant shall maintain the results of any such inspection on a confidential basis except that Tenant may disclose such results to an Operating Year its accountants, attorneys, and other advisors (provided that they agree to maintain the results of any such inspections on a confidential basis), and shall disclose such results to the extent necessary or Tax Year after the date which is (i) desirable in the case of Taxesany proceeding or otherwise as required by Applicable Laws, three (3) years after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to such Tax Year and (ii) in the case of Operating Expenses, two (2) years after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to such Operating Year. For the avoidance of doubt, Landlord shall render Such inspection may be done only by Tenant’s employees or contractors on a Landlord’s Statement with respect to Taxes and Operating Expenses for the Base Pilot Year and the Base Operating Yeartime basis, as applicabledistinguished from a contingent fee basis. (bd) In Tenant, on or prior to the event that Tenant disputes last day of the Landlord’s Statement or Landlord’s calculation of Operating Expensessix (6) month period described in subsection 6.2(c) above, as applicable, then Tenant may send a notice (“Tenant’s Statement”) to Landlord that Tenant disagrees with the applicable Landlord’s Statement, specifying in reasonable detail the reason basis for Tenant’s disagreement and the amount of Tenant’s Proportionate Share of the actual Operating Payment and/or any other Additional Rent payable under this Article 7, as applicable, Expenses that Tenant claims is properly due (subject to increase in the amount of said challenge). Landlord and Tenant shall attempt to settle such disagreement. If they are unable to do so within thirty (30) days following delivery of a Tenant’s Statement, then either party may notify the extent other that such amount is then known disagreement shall be determined by Tenanta CPA in accordance with this subsection 6.2(d), and requesting to examine Landlord’s books promptly thereafter Landlord and records Tenant shall jointly designate a certified public accountant (the “CPA”) whose determination made in accordance with this subsection 6.2(d) shall be binding upon the parties. The CPA shall be a member of an independent certified public accounting firm having at least twenty accounting professionals and shall have at least ten (10) years immediately preceding experience performing accounting services for landlords and tenants relating to Operating Expenses and/or Taxes and/or other Additional Rent in connection with any such dispute, provided that Tenant delivers Tenant’s Statement no later than one hundred eighty (180) days after the date on which Landlord shall have delivered the Landlord’s Statement to Tenant, as described in Section 7.3(c)operating expenses for Comparable Buildings. If Tenant shall not give such Tenant’s Statement within such one hundred eighty (180) day period, then Landlord’s Statement shall be conclusive and binding upon Tenant Landlord and Tenant shall be deemed unable to have waived any further rights agree upon the designation of the CPA within 15 days after receipt of notice from the other party requesting agreement as to pursue the designation of the CPA, which notice shall contain the names and addresses of two or more certified public accountants who are acceptable to the party sending such dispute. Tenant notice, then either party shall have the right to examine Landlord’s books and records relating request the AAA to Operating Expenses and/or Taxes and/or other Additional Rent and/or (subject to designate the time limitation set forth below with respect to CPA. The CPA designated by the Base Pilot Year and the Base Operating Year) the Base Pilot Year and/or the Base Operating Year in connection with any such dispute; AAA shall not have provided that (i) Tenant shall have delivered such Tenant’s Statement within one hundred eighty (180) days after the date on which Landlord shall have delivered such Landlord’s Statement to Tenant, (ii) Tenant completes such examination within one hundred eighty (180) days after the delivery by Tenant services to Landlord of the Tenant’s Statement in question and (iii) or Tenant shall comply with any confidentiality requirements reasonably imposed by Landlord (including, without limitation, the execution and delivery of a confidentiality agreement reasonably acceptable to Landlord). Tenant covenants and agrees that Tenant will not employ, in connection with such examination, any Person who is to be compensated, in whole or in part, on a contingency fee basis. If Tenant sends a Tenant’s Statement, Tenant may elect to have a certified public accountant of reputable quality examine, at Landlord’s office or at such other location in the Borough of Manhattan as Landlord may reasonably designate, such of Landlord’s books and records as are relevant to the Landlord’s Statement in question (the “Operating Records”), which shall include the books and records relating to Pilot, Taxes, Operating Expenses and/or or other Additional Rent for the Base Pilot Year, the Base Operating Year, the calendar year preceding the calendar year in question and the calendar year in question but not with respect to any prior years; provided, however, that Tenant occasion. Any determination made by the CPA shall only have not exceed the right to have such certified public accountant examine the Operating Records (I) relating to Taxes for the Base Pilot Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Taxes for the Base Pilot Year and (II) relating to Operating Expenses for the Base Operating Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Operating Expenses for the Base Operating Year. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating Payment and/or any other Additional Rent payable under this Article 7 shall be resolved by arbitration in accordance with the provisions of Article 34 hereof. Notwithstanding the foregoing provisions of this Section 7.5(c), Tenant, pending the resolution of any contest pursuant to the terms hereof shall continue to pay all sums as determined to be due in the first instance by Landlord’s Statement. Upon , nor shall such determination be less than the resolution amount claimed to be due by Tenant in Tenant’s Statement (as Tenant’s Statement may be amended by Tenant prior to submission to the CPA based upon Tenant’s review of such contestLandlord’s records), suitable adjustment and any determination which does not comply with the foregoing shall be made null and void and not binding on the parties. In rendering such determination the CPA shall not add to, subtract from or otherwise modify the provisions of this Lease, including the immediately preceding sentence, If it shall be determined (by agreement or arbitration) that Landlord overcharged Tenant for its Proportionate Share of the actual Operating Expenses, then Landlord shall credit to Tenant the amount of the difference against the next due payments of Additional Rent, or in accordance therewith the case of the expiration of the Lease, Landlord shall remit Tenant such overpayment within thirty (30) days, In addition, if it shall be determined (by agreement or arbitration) that Landlord overcharged Tenant by five percent (5%) or more of the charges referenced on Landlord’s Statement, but in no case less than $5,000, then Landlord shall be responsible for the fees and expenses of the CPA, and Landlord shall reimburse Tenant, within thirty (30) days of such resolutionthereafter, and in the case of an overpayment, Landlord shall, at its option, either pay to Tenant or apply a credit against the next installments of Additional Rent, the amount of such overpayment (together with interest thereon at the Applicable Rate); provided, however, that upon the expiration or earlier termination of this Lease, Landlord shall pay such amount to Tenant, if such amount has not yet been so paid or credited. Tenant’s payment of any Tenant’s Operating Payment shall not preclude Tenant from later disputing the correctness of any Landlord’s Statement if done in accordance with and within the time frames so set forth in this Section 7.5. Notwithstanding anything to the contrary contained herein, (I) Tenant shall pay for all third party fees and expenses relating to incurred by Tenant in connection with its audit of Operating Expenses and such contest (other than Landlord’s own legal fees), unless arbitration proceeding and such interest. If it is finally shall be determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than five percent (5%) did not overcharge Tenant to the degree as aforesaid, then Tenant shall be responsible for such year and (II) Landlord shall pay all of Tenant’s reasonable out-of-pocket the fees and expenses of the CPA, and Tenant shall reimburse Landlord. within thirty (including 30) days thereafter, for all third party fees and expenses incurred by Landlord in connection with Tenant’s reasonable legal fees) relating to audit of the Operating Expenses and such contest if it is finally determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than twelve percent (12%) for such yearproceeding.

Landlord’s Statement. (a) Landlord’s failure to render a Landlord’s Statement with respect to any payment period shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect thereto or with respect to any subsequent payment period, nor shall the rendering of a Landlord’s Statement prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for that payment period. Nothing herein contained shall restrict Landlord from issuing a Landlord’s Statement at any time there is an increase in Pilot, Taxes or Operating Expenses during any payment period or any time thereafter. Notwithstanding the foregoing provisions of this Section 7.5(a), Landlord shall not be entitled to issue a Landlord’s Statement with respect to an Operating Year or Tax Year after the date which that is (i) in the case of Taxes, three (3) years after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to such Tax Year and (ii) in the case of Operating Expenses, two (2) years after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to such Operating Year. For the avoidance of doubt, Landlord shall render a Landlord’s Statement with respect to Taxes and Operating Expenses for the Base Pilot Year and the Base Operating Year, as applicable. (b) In the event that Tenant disputes the Landlord’s Statement or Landlord’s calculation of Operating Expenses, Taxes, the Base Pilot Square Foot Factor, Base Operating Expenses or the Base Tax Amount, as applicable, then Tenant may send a notice (“Tenant’s Statement”) to Landlord asserting such dispute and, to the extent Tenant is then aware of such matters, specifying in reasonable detail the reason basis for Tenant’s disagreement and the amount of Tenant’s Operating Payment, Tenant’s Tax Payment, Tenant’s Pilot Payment and/or any other Additional Rent payable under this Article 7, as applicable, Tenant claims is properly due to Landlord to Landlord, or the extent such proper amount is then known by Tenantof Base Operating Expenses, the Base Pilot Square Foot Factor or the Base Tax Amount, as applicable, and requesting to examine Landlord’s books and records relating to the Operating Expenses and/or Taxes and/or other Additional Rent Records in connection with any such dispute, provided that (i) with respect to Operating Expenses, Pilot and/or Taxes, Tenant delivers Tenant’s Statement no later than one hundred eighty twelve (18012) days months after the date on which Landlord shall have delivered the Landlord’s Statement to Tenant, as described in Section 7.3(c) and (ii) with respect to Base Operating Expenses, the Base Pilot Square Foot Factor and the Base Tax Amount, Tenant delivers Tenant’s Statement no later than twenty-four (24) months after Landlord shall have delivered the Landlord’s Statement to Tenant with respect to the Base Year. Any such Tenant’s Statement, to the extent it included any detail, shall be without prejudice to any additional or different claims which Tenant may have upon reviewing Landlord’s books and records in accordance with this Section 7.5(b). If Tenant shall not give such Tenant’s Statement within such one hundred eighty twelve (18012) day month period or twenty-four (24) month period, as applicable, then Landlord’s Statement shall be conclusive and binding upon Tenant and Tenant shall be deemed to have waived any further rights to pursue such dispute. Tenant shall have the right to examine Landlord’s books and records relating to Operating Expenses Expenses, Pilot and/or Taxes Taxes, as applicable, and/or other Additional Rent and/or (subject to the time limitation set forth below with respect to the Base Pilot Year and the Base Operating Year) the Base Pilot Year and/or the Base Operating Year in connection with any such dispute; provided that (iA) Tenant shall have delivered such Tenant’s Statement within one hundred eighty twelve (18012) days months (or twenty-four (24) months, as applicable, in the case of clause (ii) above) after the date on which Landlord shall have delivered such Landlord’s Statement to Tenant, (iiB) Tenant completes such examination within one hundred eighty twelve (18012) days months after the delivery by Tenant to Landlord of the Tenant’s Statement in question question, as such twelve (12) month period may be extended on a day-for-day basis for any delays by Landlord in affording Tenant access to the Operating Records, and (iiiC) Tenant shall comply with any confidentiality requirements reasonably imposed by Landlord (including, without limitation, the execution and delivery of a confidentiality agreement reasonably acceptable to LandlordLandlord and Tenant). Tenant covenants and agrees that Tenant will not employ, in connection with such examination, any Person who is to be compensated, in whole or in part, on a contingency fee basis. If Tenant sends a Tenant’s Statement, Tenant may elect to have a Tenant’s certified public accountant of reputable quality examine, at Landlord’s office or at such other location in the Borough of Manhattan as Landlord may reasonably designate, such of Landlord’s books and records as are relevant to the Landlord’s Statement in question (the “Operating Records”), which shall include the books and records ) relating to Pilot, Taxes, Operating Expenses and/or or other components of Additional Rent for the Base Pilot Year, the Base Operating Year, the calendar year preceding the calendar year in question and the calendar year in question and, solely to the extent necessary to resolve any item relating to such calendar years, the Base Operating Year or the Base Tax Year, as the case may be, but not with respect to any prior other years; provided, however, that Tenant shall only have the right to have such certified public accountant examine the Operating Records (I) relating to Taxes for the Base Pilot Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Taxes for the Base Pilot Year and (II) relating to Operating Expenses for the Base Operating Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Operating Expenses for the Base Operating Year. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating Payment Payment, Tenant’s Tax Payment, Tenant’s Pilot Payment, Base Operating Expenses, the Base Pilot Square Foot Factor, the Base Tax Amount and/or any other Additional Rent payable under this Article 7 shall be resolved by arbitration in accordance with the provisions of Article 34 hereof. Notwithstanding the foregoing provisions of this Section 7.5(c), Tenant, pending the resolution of any contest pursuant to the terms hereof shall continue to pay all sums as determined to be due in the first instance by Landlord’s Statement. Upon the resolution of such contest, suitable adjustment shall be made in accordance therewith within thirty (30) days of such resolution, and in the case of an overpayment, Landlord shall, at its option, either pay to Tenant or apply a credit against the next installments of Additional Rent, the amount of such overpayment the overpayment, if any, shall be paid by Landlord to Tenant (or credit allowed Tenant against Rent becoming due), together with interest thereon at the Applicable Rate); provided, however, it being agreed that upon such obligation shall survive the expiration or earlier termination of this Lease, Landlord shall pay such amount to Tenant, if such amount has not yet been so paid or creditedExpiration Date. Tenant’s payment of any Tenant’s Operating Payment, Tenant’s Tax Payment or Tenant’s Pilot Payment shall not preclude Tenant from later disputing the correctness of any Landlord’s Statement if done in accordance with and within the time frames so set forth in this Section 7.5. Notwithstanding anything to the contrary contained herein, (I) Tenant shall pay all fees and expenses relating to such contest (other than Landlord’s own legal fees), unless it is finally determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than five percent (5%) for such year and (II) Landlord shall pay all of Tenant’s reasonable out-of-of pocket fees and expenses (including Tenant’s reasonable legal fees) relating to such contest if it is finally determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than twelve five percent (125%) for such year.

Landlord’s Statement. Landlord shall endeavor to give to Tenant on or before the first (a1st) Landlord’s day of April of each year a statement of the increase in the Additional Rent payable by Tenant hereunder, but failure by Landlord to render a Landlord’s Statement with respect to any payment period give such statement by said date shall not prejudice Landlord’s constitute a waiver by Landlord of its right to thereafter render a Landlord’s Statement with respect thereto or with respect to any subsequent payment period, nor shall the rendering of a Landlord’s Statement prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for that payment period. Nothing herein contained shall restrict Landlord from issuing a Landlord’s Statement at any time there is require an increase in Pilot, Taxes or Operating Expenses during any payment the Additional Rent. Such statement shall be in reasonable detail. Upon receipt of the statement Tenant shall pay the total amount of the increase relating to the period or any time thereafter. Notwithstanding the foregoing provisions of this Section 7.5(a), Landlord shall not be entitled prior to issue a Landlord’s Statement with respect to an Operating Year or Tax Year after the date which is (i) in the case of Taxes, three (3) years after the expiration of the one hundred eighty (180) day period set forth statement in Section 7.3(c) applicable to such Tax Year and (ii) in the case of Operating Expenses, two (2) years after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to such Operating Yearfull. For the avoidance then current year, an amount equal to one hundred five percent (105%) of doubtany such increase shall be used as an estimate for said current year and this amount shall be divided into twelve (12) equal monthly installments and Tenant shall pay to Landlord concurrently with the regular Basic Monthly Rent payment next due following the receipt of such statement, Landlord an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall render be payable concurrently with the regular Basic Monthly Rent payments for the balance of that calendar year and shall continue until the next year's statement is rendered. If the next or any succeeding year results in a greater increase in Landlord’s Statement with 's Costs, then upon receipt of a statement from Landlord, Tenant shall pay a lump sum equal to such total increase over the Base Costs, less the total of the monthly installments of estimated increases paid in the previous calendar year for which comparison is then being made; and the estimated monthly installments to be paid for the next year, following said comparison year, shall be adjusted to reflect one hundred five percent (105%) of such increase in the manner set forth above. If in any year Tenant's Share shall be less than the preceding year, then upon receipt of Landlord's statement, any other payments in respect of Landlord's Costs made by Tenant on the monthly installment basis provided above shall be credited toward the next installment of Basic Monthly Rent falling due and the estimated monthly installments of Landlord's Costs to be paid shall be adjusted to reflect such lower Taxes and Assessments and Operating Expenses for the Base Pilot Year and most recent comparison year, but not less than the Base Operating Year, as applicable. (b) In the event that Tenant disputes the Landlord’s Statement or Landlord’s calculation of Operating Expenses, as applicable, then Tenant may send a notice (“Tenant’s Statement”) to Landlord specifying in reasonable detail the reason for Tenant’s disagreement and the amount of Tenant’s Operating Payment and/or any other Additional Rent payable under this Article 7, as applicable, Tenant claims is properly due to Landlord to the extent such amount is then known by Tenant, and requesting to examine Landlord’s books and records relating to Operating Expenses and/or Taxes and/or other Additional Rent in connection with any such dispute, provided that Tenant delivers Tenant’s Statement no later than one hundred eighty (180) days after the date on which Landlord shall have delivered the Landlord’s Statement to Tenant, as described in Section 7.3(c). If Tenant shall not give such Tenant’s Statement within such one hundred eighty (180) day period, then Landlord’s Statement shall be conclusive and binding upon Tenant and Tenant shall be deemed to have waived any further rights to pursue such dispute. Tenant shall have the right to examine Landlord’s books and records relating to Operating Expenses and/or Taxes and/or other Additional Rent and/or (subject to the time limitation set forth below with respect to the Base Pilot Year and the Base Operating Year) the Base Pilot Year and/or the Base Operating Year in connection with any such dispute; provided that (i) Tenant shall have delivered such Tenant’s Statement within one hundred eighty (180) days after the date on which Landlord shall have delivered such Landlord’s Statement to Tenant, (ii) Tenant completes such examination within one hundred eighty (180) days after the delivery by Tenant to Landlord of the Tenant’s Statement in question and (iii) Tenant shall comply with any confidentiality requirements reasonably imposed by Landlord (including, without limitation, the execution and delivery of a confidentiality agreement reasonably acceptable to Landlord). Tenant covenants and agrees that Tenant will not employ, in connection with such examination, any Person who is to be compensated, in whole or in part, on a contingency fee basis. If Tenant sends a Tenant’s Statement, Tenant may elect to have a certified public accountant of reputable quality examine, at Landlord’s office or at such other location in the Borough of Manhattan as Landlord may reasonably designate, such of Landlord’s books and records as are relevant to the Landlord’s Statement in question (the “Operating Records”), which shall include the books and records relating to Pilot, Taxes, Operating Expenses and/or or other Additional Rent for the Base Pilot Year, the Base Operating Year, the calendar year preceding the calendar year in question and the calendar year in question but not with respect to any prior years; provided, however, that Tenant shall only have the right to have such certified public accountant examine the Operating Records (I) relating to Taxes for the Base Pilot Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Taxes for the Base Pilot Year and (II) relating to Operating Expenses for the Base Operating Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Operating Expenses for the Base Operating Year. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating Payment and/or any other Additional Rent payable under this Article 7 shall be resolved by arbitration in accordance with the provisions of Article 34 hereof. Notwithstanding the foregoing provisions of this Section 7.5(c), Tenant, pending the resolution of any contest pursuant to the terms hereof shall continue to pay all sums as determined to be due in the first instance by Landlord’s StatementCosts. Upon the resolution of such contest, suitable adjustment shall be made in accordance therewith within thirty (30) days of such resolution, and in the case of an overpayment, Landlord shall, at its option, either pay to Tenant or apply a credit against the next installments of Additional Rent, the amount of such overpayment (together with interest thereon at the Applicable Rate); provided, however, that upon the expiration or earlier termination of this Lease, Landlord shall pay such amount to Tenant, if such amount has not yet been so paid or credited. Tenant’s payment of any Tenant’s Operating Payment shall not preclude Tenant from later disputing the correctness of any Landlord’s Statement if done in accordance with and within the time frames so set forth in this Section 7.5. Notwithstanding anything money owed by one party to the contrary contained herein, (I) Tenant other shall pay all fees and expenses relating to such contest (other than Landlord’s own legal fees), unless it is finally determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than five percent (5%) for such year and (II) Landlord shall pay all of Tenant’s reasonable out-of-pocket fees and expenses (including Tenant’s reasonable legal fees) relating to such contest if it is finally determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than twelve percent (12%) for such yearbe promptly paid.

Landlord’s Statement. Each calendar year following the year in which the Commencement Date occurs, Landlord shall send Tenant a statement (a"Landlord's Statement"), setting forth: (i) the actual amount of the Operating Expenses incurred during the preceding calendar year, or portion thereof; the proportion of such expenses included in the Office Pool Operating Expenses; and Tenant's Proportionate Share of such actual Office Pool Operating Expenses; (ii) the total amount of any payments of Tenant's Proportionate Share of Office Pool Operating Expenses received by Landlord during the preceding calendar year, or portion thereof, based on Landlord's estimate (or the Projected Monthly Office Pool Operating Expenses); (iii) any overpayment or underpayment of Tenant's Proportionate Share of Office Pool Operating Expenses for the preceding calendar year, or portion thereof; and (iv) Landlord’s 's estimate of the amount of the Office Pool Operating Expenses and the monthly installment of Tenant's Proportionate Share thereof for the calendar year in which the Landlord's Statement is given. Landlord shall make a good faith effort to deliver Landlord's Statement to Tenant by not later than April 1st of each calendar year; provided that any delay in delivery or Landlord's failure to render a Landlord’s 's Statement with respect to any payment period shall not eliminate or reduce Tenant's obligation to pay Tenant's Proportionate Share of the Office Pool Operating Expenses and shall not prejudice Landlord’s 's right to thereafter render a Landlord’s 's Statement with respect thereto or with respect to any subsequent payment periodperiod provided, nor shall however, if Landlord fails to furnish Tenant with ▇▇▇▇▇▇▇▇'s Statement within twelve (12) months after the rendering end of a Landlord’s Statement prejudice Landlord’s the previous calendar year, Landlord waives its right to thereafter render a corrected Landlord’s Statement collect any underpayment for that payment periodsuch previous calendar year. Nothing herein contained shall restrict Landlord from issuing a Landlord’s Statement at any time there is an increase in Pilot, Taxes or Operating Expenses during any payment period or any time thereafter. Notwithstanding the foregoing provisions of this Section 7.5(a), Landlord shall not be entitled to issue a Landlord’s Statement with respect to an Operating Year or Tax Year after the date which is (i) in the case of Taxes, three (3) years after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to such Tax Year and (ii) in the case of Operating Expenses, two (2) years after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to such Operating Year. For the avoidance of doubt, Landlord shall render a Landlord’s Statement with respect to Taxes and Operating Expenses for the Base Pilot Year and the Base Operating Year, as applicable. (b) In the event that Tenant disputes the Landlord’s Statement or Landlord’s calculation of Operating Expenses, as applicable, then Tenant may send a notice less than ninety-five percent (“Tenant’s Statement”95%) to Landlord specifying in reasonable detail the reason for Tenant’s disagreement and the amount of Tenant’s Operating Payment and/or any other Additional Rent payable under this Article 7, as applicable, Tenant claims is properly due to Landlord to the extent such amount is then known by Tenant, and requesting to examine Landlord’s books and records relating to Operating Expenses and/or Taxes and/or other Additional Rent in connection with any such dispute, provided that Tenant delivers Tenant’s Statement no later than one hundred eighty (180) days after the date on which Landlord shall have delivered the Landlord’s Statement to Tenant, as described in Section 7.3(c). If Tenant shall not give such Tenant’s Statement within such one hundred eighty (180) day period, then Landlord’s Statement shall be conclusive and binding upon Tenant and Tenant shall be deemed to have waived any further rights to pursue such dispute. Tenant shall have the right to examine Landlord’s books and records relating to Operating Expenses and/or Taxes and/or other Additional Rent and/or (subject to the time limitation set forth below with respect to the Base Pilot Year and the Base Operating Year) the Base Pilot Year and/or the Base Operating Year in connection with any such dispute; provided that (i) Tenant shall have delivered such Tenant’s Statement within one hundred eighty (180) days after the date on which Landlord shall have delivered such Landlord’s Statement to Tenant, (ii) Tenant completes such examination within one hundred eighty (180) days after the delivery by Tenant to Landlord of the Tenant’s Statement in question and (iii) Tenant shall comply with total rentable office area of the Building is occupied by tenants during any confidentiality requirements reasonably imposed by Landlord (including, without limitation, the execution and delivery of a confidentiality agreement reasonably acceptable to Landlord). Tenant covenants and agrees that Tenant will not employ, in connection with such examination, any Person who is to be compensated, in whole or in part, on a contingency fee basis. If Tenant sends a Tenant’s Statement, Tenant may elect to have a certified public accountant of reputable quality examine, at Landlord’s office or at such other location in the Borough of Manhattan as Landlord may reasonably designate, such of Landlord’s books and records as are relevant to the Landlord’s Statement in question (the “Operating Records”), which shall include the books and records relating to Pilot, Taxes, Operating Expenses and/or or other Additional Rent for the Base Pilot Year, the Base Operating Year, the calendar year preceding the calendar year in question and the calendar year in question but not with respect to any prior years; provided, however, that Tenant shall only have the right to have such certified public accountant examine the Operating Records (I) relating to Taxes for the Base Pilot Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Taxes for the Base Pilot Year and (II) relating to Operating Expenses for the Base Operating Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Operating Expenses for the Base Operating Year. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating Payment and/or any other Additional Rent payable under this Article 7 shall be resolved by arbitration in accordance with the provisions of Article 34 hereof. Notwithstanding the foregoing provisions of this Section 7.5(c), Tenant, pending the resolution of any contest pursuant to the terms hereof shall continue to pay all sums as determined to be due in the first instance by Landlord’s Statement. Upon the resolution of such contest, suitable adjustment shall be made in accordance therewith within thirty (30) days of such resolution, and in the case of an overpayment, Landlord shall, at its option, either pay to Tenant or apply a credit against the next installments of Additional Rent, the amount of such overpayment (together with interest thereon at the Applicable Rate); provided, however, that upon the expiration or earlier termination of this LeaseLease Tenn, Landlord shall pay such amount make the necessary adjustments to Tenant, if such amount has not yet been all Office Pool Operating Expense items that vary based on Building occupancy so paid or credited. Tenant’s payment of any Tenant’s that the actual Office Pool Operating Payment shall not preclude Tenant from later disputing the correctness of any Landlord’s Statement if done in accordance with and within the time frames so set forth in this Section 7.5. Notwithstanding anything to the contrary contained herein, (I) Tenant shall pay all fees and expenses relating to such contest (other than Landlord’s own legal fees), unless it is finally determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than five percent (5%) for such year and (II) Landlord shall pay all of Tenant’s reasonable out-of-pocket fees and expenses (including Tenant’s reasonable legal fees) relating to such contest if it is finally determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than twelve percent (12%) for such year.Expenses

Landlord’s Statement. (a) Landlord’s 's failure to render a Landlord’s 's Statement with respect to for any payment period Tax Year or Operation Year under Article 6 shall not prejudice Landlord’s 's right to thereafter render a Landlord’s 's Statement with respect thereto or with respect to any subsequent payment periodTax Year or Operation Year, nor shall the rendering of provided if Landlord does not render a Landlord’s 's Statement prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for that payment period. Nothing herein contained shall restrict Landlord from issuing a Landlord’s Statement at any time there is an increase in Pilot, Taxes or Operating Expenses during any payment period or any time thereafter. Notwithstanding the foregoing provisions of this Section 7.5(a), Landlord shall not be entitled to issue a Landlord’s Statement with respect to an Operating Year or Tax Year after the date which is within six (i6) in the case of Taxes, three (3) years months after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to such a Tax Year and (ii) in the case of Operating Expenses, two (2) years after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to such Operating Year. For the avoidance of doubt, Landlord shall render a Landlord’s Statement with respect to Taxes and Operating Expenses for the Base Pilot Year and the Base Operating or Operation Year, as applicable. (b) In the event that case may be, Tenant disputes may give Landlord written notice of such failure and if Landlord does not submit the Landlord’s 's Statement or Landlord’s calculation of Operating Expenses, as applicable, then Tenant may send a notice within thirty (“Tenant’s Statement”) to Landlord specifying in reasonable detail the reason for Tenant’s disagreement and the amount of Tenant’s Operating Payment and/or any other Additional Rent payable under this Article 7, as applicable, Tenant claims is properly due to Landlord to the extent such amount is then known by Tenant, and requesting to examine Landlord’s books and records relating to Operating Expenses and/or Taxes and/or other Additional Rent in connection with any such dispute, provided that Tenant delivers Tenant’s Statement no later than one hundred eighty (18030) days after such notice, Landlord shall, subject to Force Majeure, forfeit the date on which Landlord shall have delivered right to submit such statement for the applicable Operation or Tax Year. Each Landlord’s Statement to Tenant, as described in Section 7.3(c). If Tenant shall not give such Tenant’s Statement within such one hundred eighty (180) day period, then Landlord’s 's Statement shall be conclusive and binding upon Tenant unless within six (6) months after receipt thereof, Tenant shall notify Landlord that it disputes the correctness of Landlord's Statement, specifying the particular respects in which the same is claimed to be incorrect, and shall pay Additional Rent in accordance with the applicable Landlord's Statement, without prejudice to Tenant's position. If Landlord fails to render a Landlord's Statement within six (6) months after the expiration of a Tax or Operation Year, as the case may be, and Tenant shall be deemed disputes the estimated amount of Additional Rent paid pursuant to have waived any further rights to pursue the preceding provisions of this Article 6 in respect of such dispute. Tax or Operation Year, Tenant shall have notify Landlord that it disputes such amount within six (6) months after the right last date that Landlord was entitled to examine render a Landlord’s books and records relating to Operating Expenses and/or Taxes and/or other Additional Rent and/or (subject to the time limitation set forth below 's Statement with respect to such Tax or Operation Year, specifying the Base Pilot Year and the Base Operating Yearparticular respects in which it is claimed that Tenant's payments are incorrect. If such dispute shall not be resolved within seven (7) the Base Pilot Year and/or the Base Operating Year in connection with any such dispute; provided that (i) Tenant shall have delivered such Tenant’s Statement within one hundred eighty (180) days months after the date on which Landlord shall have delivered giving of such Landlord’s Statement to Tenant's Statement, or if Landlord does not give a Landlord's Statement, seven (ii7) Tenant completes such examination within one hundred eighty (180) days months after the delivery by Tenant to Landlord expiration of the Tenant’s Statement in question and (iii) Tenant shall comply with any confidentiality requirements reasonably imposed by period for Landlord (including, without limitation, the execution and delivery of a confidentiality agreement reasonably acceptable to Landlord). Tenant covenants and agrees that Tenant will not employ, in connection with render such examination, any Person who is to be compensated, in whole or in part, on a contingency fee basis. If Tenant sends a Tenant’s Statement, Tenant may elect shall submit the dispute to have arbitration pursuant to Article 7 hereof. After timely notification to Landlord from Tenant, and upon prompt written request from Tenant, Landlord shall permit Tenant or Tenant's accounting firm a certified public accountant period of reputable quality examine, at Landlord’s office or at such other location sixty (60) days in the Borough of Manhattan as Landlord may reasonably designate, such of Landlord’s books which to inspect and records as are relevant to the Landlord’s Statement in question (the “Operating Records”), which shall include audit the books and records relating of Landlord which are or could be relevant to Pilot, Taxes, Operating Expenses and/or the accuracy of said Landlord's Statement or other Additional Rent the amounts charged Tenant for the Base Pilot Operation Year. Such inspection shall be conducted at Landlord's office where the records are kept in New York, the Base Operating YearNew Jersey or Connecticut, the calendar year preceding the calendar year in question and the calendar year in question but not with respect to any prior years; provided, however, that shall be at such time or times during business hours as Landlord shall reasonably designate. Tenant shall only have keep confidential any information obtained from the right to have such certified public accountant examine the Operating Records (I) relating to Taxes for the Base Pilot Year prior to the date that is the second (2nd) anniversary books and records of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Taxes for the Base Pilot Year and (II) relating to Operating Expenses for the Base Operating Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Operating Expenses for the Base Operating Year. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating Payment and/or any other Additional Rent payable under this Article 7 shall be resolved by arbitration in accordance with the provisions of Article 34 hereof. Notwithstanding the foregoing provisions of this Section 7.5(c), Tenant, pending the resolution of any contest pursuant to the terms hereof shall continue to pay all sums as determined to be due in the first instance by Landlord’s Statement. Upon the resolution of such contest, suitable adjustment shall be made in accordance therewith within thirty (30) days of such resolution, and in the case of an overpayment, Landlord shall, at its option, either pay to Tenant or apply a credit against the next installments of Additional Rent, the amount of such overpayment (together with interest thereon at the Applicable Rate); provided, however, that upon the expiration or earlier termination of this Lease, Landlord shall pay such amount to Tenant, if such amount has not yet been so paid or credited. Tenant’s payment of any Tenant’s Operating Payment shall not preclude Tenant from later disputing the correctness of any Landlord’s Statement if done in accordance with and within the time frames so set forth in this Section 7.5. Notwithstanding anything to the contrary contained herein, (I) Tenant shall pay all fees and expenses relating to such contest (other than Landlord’s own legal fees), unless it is finally determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than five percent (5%) for such year and (II) Landlord shall pay all of Tenant’s reasonable out-of-pocket fees and expenses (including Tenant’s reasonable legal fees) relating to such contest if it is finally determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than twelve percent (12%) for such year.

Landlord’s Statement. (a) Within one hundred fifty (150) days after the end of each calendar year during the Term, Landlord shall furnish Tenant with a statement reflecting the actual Operating Expenses for the prior calendar year (“Landlord’s Statement”). Upon receipt of such statement, Tenant may request, and Landlord shall within thirty (30) days provide, reasonable back-up documentation for same. If Tenant’s Proportionate Share of actual Operating Expenses for any prior calendar year shall be greater (resulting in a deficiency) or shall be less (resulting in an excess), than the estimated amount actually paid by Tenant during such calendar year, then: (i) Tenant shall, in case of such a deficiency, pay to Landlord as Additional Rent for such calendar year the amount of the difference, in a lump sum on the later of (x) the due date of the next succeeding monthly installment of Fixed Rent after the date of notice to Tenant or (y) 30 days after such notice of deficiency; or (ii) in case of such an excess, Landlord shall credit to Tenant the amount of the difference against the next due payments of Additional Rent, or in the case of the expiration of the Lease, Landlord shall remit Tenant such difference within thirty (30) days. Any adjustment for the final year of the Term shall survive the expiration thereof. If Landlord shall fail to deliver a Landlord’s Statement for any year (including the final year of the term of this Lease), Tenant may initiate, and the parties shall join in, an arbitration pursuant to Section 3.2 hereof to obtain disclosure of the information that would have been provided if Landlord had sent its Landlord’s Statement. Once Tenant has obtained such information in the arbitration, all of Tenant’s rights set forth in the balance of this Section 6.2 shall be applicable. (b) Landlord shall render to Tenant Landlord’s Statement at any time during or after the Term (but in no event later than two (2) years after the last day of the calendar year to which such Landlord’s Statement relates), and Landlord’s failure to so render Landlord’s Statement with respect to any calendar year, or Landlord’s delay in so rendering Landlord’s Statement beyond the date specified in this subsection 6.2(b), shall not prejudice Landlord’s right to render a Landlord’s Statement with respect to any payment period subsequent year. The obligations of Landlord and Tenant under the provisions of this Article shall not prejudice Landlord’s right to thereafter render a survive the expiration or earlier termination of the Term. (c) Each Landlord’s Statement with respect thereto or with respect to any subsequent payment periodshall be conclusive and binding upon Tenant unless, nor shall the rendering of a Landlord’s Statement prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for that payment period. Nothing herein contained shall restrict Landlord from issuing a Landlord’s Statement at any time there is an increase in Pilot, Taxes or Operating Expenses during any payment period or any time thereafter. Notwithstanding the foregoing provisions of this Section 7.5(a), Landlord shall not be entitled to issue a Landlord’s Statement with respect to an Operating Year or Tax Year after the date which is (i) in the case of Taxes, within three (3) years months after receipt of such Landlord’s Statement, Tenant shall notify Landlord that it disputes the expiration correctness of Landlord’s Statement, specifying in reasonable detail the one hundred eighty (180) day period set forth respects in Section 7.3(c) applicable to such Tax Year and (ii) in the case of Operating Expenses, two (2) years after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to such Operating Year. For the avoidance of doubt, Landlord shall render a which Landlord’s Statement with is claimed to be incorrect, but reserving the right to challenge any additional items that may arise during the course of any audit. Tenant’s dispute as to the correctness of Landlord’s Statement may include, without limitation, a dispute as to Landlord’s determination of the appropriate Tenant’s Proportionate Share in respect to Taxes and the allocated costs of services among users of such services within the Park. Pending the determination of such dispute Tenant shall pay Tenant’s Proportionate Share of the Operating Expenses for in accordance with the Base Pilot Year applicable Landlord’s Statement within twenty (20) days after receipt of such Landlord’s Statement, and such payments shall be without prejudice to Tenant’s position. Tenant (and its consultants) may, upon reasonable prior notice to Landlord, inspect the Base Operating Yearrecords of the material reflected on any Landlord’s Statement during the three (3) month period and make copies thereof. Tenant shall maintain the results of any such inspection on a confidential basis except that Tenant may disclose such results to its accountants, attorneys, and other advisors (provided that they agree to maintain the results of any such inspections on a confidential basis), and shall disclose such results to the extent necessary or desirable in any proceeding or otherwise as required by Applicable Laws. Such inspection may be done only by Tenant’s employees or contractors on a time basis, as applicabledistinguished from a contingent fee basis. (bd) In Tenant, on or prior to the event that Tenant disputes last day of the Landlord’s Statement or Landlord’s calculation of Operating Expensesthree (3) month period described in subsection 6.2(c) above, as applicable, then Tenant may send a notice (“Tenant’s Statement”) to Landlord that Tenant disagrees with the applicable Landlord’s Statement, specifying in reasonable detail the reason basis for Tenant’s disagreement and the amount of Tenant’s Proportionate Share of the actual Operating Payment and/or any other Additional Rent payable under this Article 7, as applicable, Expenses that Tenant claims is properly due (subject to increase in the amount of said challenge). Landlord and Tenant shall attempt to settle such disagreement. If they are unable to do so within thirty (30) days following delivery of a Tenant’s Statement, then either party may notify the extent other that such amount is then known disagreement shall be determined by Tenanta CPA in accordance with this subsection 6.2(d), and requesting to examine Landlord’s books promptly thereafter Landlord and records Tenant shall jointly designate a certified public accountant (the “CPA”) whose determination made in accordance with this subsection 6.2(d) shall be binding upon the parties. The CPA shall be a member of an independent certified public accounting firm having at least twenty accounting professionals and shall have at least ten (10) years immediately preceding experience performing accounting services for landlords and tenants relating to Operating Expenses and/or Taxes and/or other Additional Rent in connection with any such dispute, provided that Tenant delivers Tenant’s Statement no later than one hundred eighty (180) days after the date on which Landlord shall have delivered the Landlord’s Statement to Tenant, as described in Section 7.3(c)operating expenses for Comparable Buildings. If Tenant shall not give such Tenant’s Statement within such one hundred eighty (180) day period, then Landlord’s Statement shall be conclusive and binding upon Tenant Landlord and Tenant shall be deemed unable to have waived any further rights agree upon the designation of the CPA within 15 days after receipt of notice from the other party requesting agreement as to pursue the designation of the CPA, which notice shall contain the names and addresses of two or more certified public accountants who are acceptable to the party sending such dispute. Tenant notice, then either party shall have the right to examine Landlord’s books and records relating request the AAA to Operating Expenses and/or Taxes and/or other Additional Rent and/or (subject to designate the time limitation set forth below with respect to CPA. Any determination made by the Base Pilot Year and CPA shall not exceed the Base Operating Year) the Base Pilot Year and/or the Base Operating Year in connection with any such dispute; provided that (i) Tenant shall have delivered such Tenant’s Statement within one hundred eighty (180) days after the date on which Landlord shall have delivered such Landlord’s Statement to Tenant, (ii) Tenant completes such examination within one hundred eighty (180) days after the delivery by Tenant to Landlord of the Tenant’s Statement in question and (iii) Tenant shall comply with any confidentiality requirements reasonably imposed by Landlord (including, without limitation, the execution and delivery of a confidentiality agreement reasonably acceptable to Landlord). Tenant covenants and agrees that Tenant will not employ, in connection with such examination, any Person who is to be compensated, in whole or in part, on a contingency fee basis. If Tenant sends a Tenant’s Statement, Tenant may elect to have a certified public accountant of reputable quality examine, at Landlord’s office or at such other location in the Borough of Manhattan as Landlord may reasonably designate, such of Landlord’s books and records as are relevant to the Landlord’s Statement in question (the “Operating Records”), which shall include the books and records relating to Pilot, Taxes, Operating Expenses and/or or other Additional Rent for the Base Pilot Year, the Base Operating Year, the calendar year preceding the calendar year in question and the calendar year in question but not with respect to any prior years; provided, however, that Tenant shall only have the right to have such certified public accountant examine the Operating Records (I) relating to Taxes for the Base Pilot Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Taxes for the Base Pilot Year and (II) relating to Operating Expenses for the Base Operating Year prior to the date that is the second (2nd) anniversary of the date on which Landlord delivers to Tenant a Landlord’s Statement with respect to Operating Expenses for the Base Operating Year. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating Payment and/or any other Additional Rent payable under this Article 7 shall be resolved by arbitration in accordance with the provisions of Article 34 hereof. Notwithstanding the foregoing provisions of this Section 7.5(c), Tenant, pending the resolution of any contest pursuant to the terms hereof shall continue to pay all sums as determined to be due in the first instance by Landlord’s Statement. Upon , nor shall such determination be less than the resolution amount claimed to be due by Tenant in Tenant’s Statement (as Tenant’s Statement may be amended by Tenant prior to submission to the CPA based upon Tenant’s review of such contestLandlord’s records), suitable adjustment and any determination which does not comply with the foregoing shall be made null and void and not binding on the parties. In rendering such determination the CPA shall not add to, subtract from or otherwise modify the provisions of this Lease, including the immediately preceding sentence. If it shall be determined (by agreement or arbitration) that Landlord overcharged Tenant for its Proportionate Share of the actual Operating Expenses, then Landlord shall credit to Tenant the amount of the difference against the next due payments of Additional Rent, or in accordance therewith the case of the expiration of the Lease, Landlord shall remit Tenant such overpayment within thirty (30) days. In addition, if it shall be determined (by agreement or arbitration) that Landlord overcharged Tenant by five percent (5%) or more of the charges referenced on Landlord’s Statement, but in no case less than $5,000, then Landlord shall be responsible for the fees and expenses of the CPA, and Landlord shall reimburse Tenant, within thirty (30) days of such resolutionthereafter, and in the case of an overpayment, Landlord shall, at its option, either pay to Tenant or apply a credit against the next installments of Additional Rent, the amount of such overpayment (together with interest thereon at the Applicable Rate); provided, however, that upon the expiration or earlier termination of this Lease, Landlord shall pay such amount to Tenant, if such amount has not yet been so paid or credited. Tenant’s payment of any Tenant’s Operating Payment shall not preclude Tenant from later disputing the correctness of any Landlord’s Statement if done in accordance with and within the time frames so set forth in this Section 7.5. Notwithstanding anything to the contrary contained herein, (I) Tenant shall pay for all third party fees and expenses relating to incurred by Tenant in connection with its audit of Operating Expenses and such contest (other than Landlord’s own legal fees), unless arbitration proceeding and such interest. If it is finally shall be determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than five percent (5%) did not overcharge Tenant to the degree as aforesaid, then Tenant shall be responsible for such year and (II) Landlord shall pay all of Tenant’s reasonable out-of-pocket the fees and expenses of the CPA, and Tenant shall reimburse Landlord, within thirty (including 30) days thereafter, for all third party fees and expenses incurred by Landlord in connection with Tenant’s reasonable legal fees) relating to audit of the Operating Expenses and such contest if it is finally determined by arbitration under Article 34 hereof that Landlord overstated Tenant’s Operating Payment by more than twelve percent (12%) for such yearproceeding.