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 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. (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 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, or the proper amount of Base Operating Expenses, the Base Pilot Square Foot Factor or the Base Tax Amount, as applicable, and requesting to examine the Operating 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 twelve (12) 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 twelve (12) 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, Pilot and/or Taxes, as applicable, and/or other Additional Rent in connection with any such dispute; provided that (A) Tenant shall have delivered such Tenant’s Statement within twelve (12) 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, (B) Tenant completes such examination within twelve (12) months after the delivery by Tenant to Landlord of the Tenant’s Statement in 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 (C) 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 and Tenant). If Tenant sends a Tenant’s Statement, Tenant may elect to have Tenant’s certified public accountant 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 (the “Operating Records”) relating to Pilot, Taxes, Operating Expenses and/or other components of Additional Rent for 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 other years. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating 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 the amount of 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, it being agreed that such obligation shall survive the Expiration 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 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 five percent (5%) 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 that is (i) in the case of Taxes, three (3) years after the expiration of the statement in full. For the then current year, an amount equal to one hundred eighty five percent (180105%) 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. (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 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, or the proper amount of Base Operating Expenses, the Base Pilot Square Foot Factor or the Base Tax Amount, as applicable, and requesting to examine the Operating 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 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, an amount equal to one (1) monthly installment multiplied by the number of months after from January in the date on calendar year which Landlord said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall have delivered 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 's Costs, then upon receipt of a statement from Landlord, Tenant shall pay a lump sum equal to Tenant, as described in Section 7.3(c) and (ii) with respect to Base Operating Expenses, such total increase over the Base Pilot Square Foot Factor 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 Base Tax Amountestimated monthly installments to be paid for the next year, 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 detailfollowing said comparison year, shall be without prejudice adjusted to any additional or different claims which Tenant may have upon reviewing Landlord’s books and records reflect one hundred five percent (105%) of such increase in accordance with this Section 7.5(b)the manner set forth above. If Tenant in any year Tenant's Share shall not give such Tenant’s Statement within such twelve (12) month period or twenty-four (24) month period, as applicablebe less than the preceding year, then upon receipt of Landlord’s Statement 's statement, any other payments in respect of Landlord's Costs made by Tenant on the monthly installment basis provided above shall be conclusive credited toward the next installment of Basic Monthly Rent falling due and binding upon Tenant and Tenant the estimated monthly installments of Landlord's Costs to be paid shall be deemed adjusted to have waived any further rights to pursue reflect such dispute. Tenant shall have the right to examine Landlord’s books lower Taxes and records relating to Operating Expenses, Pilot and/or Taxes, as applicable, and/or other Additional Rent in connection with any such dispute; provided that (A) Tenant shall have delivered such Tenant’s Statement within twelve (12) 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, (B) Tenant completes such examination within twelve (12) months after the delivery by Tenant to Landlord of the Tenant’s Statement in 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, Assessments and (C) 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 and Tenant). If Tenant sends a Tenant’s Statement, Tenant may elect to have Tenant’s certified public accountant 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 (the “Operating Records”) relating to Pilot, Taxes, Operating Expenses and/or other components of Additional Rent for 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 bemost recent comparison year, but not with respect to any other years. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating Payment, Tenant’s Tax Payment, Tenant’s Pilot Payment, Base Operating Expenses, less than the Base Pilot Square Foot FactorCosts. Upon termination of this Lease, any money owed by one party to 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 the amount of 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, it being agreed that such obligation shall survive the Expiration 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 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 five percent (5%) for such yearpromptly paid.

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 that 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 respects in which Landlord’s Statement 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 one hundred eighty (180) day period set forth appropriate Tenant’s Proportionate Share in Section 7.3(c) applicable respect to the allocated costs of services among users of such Tax Year and (ii) in services within the case Park. Pending the determination of Operating Expenses, two (2) years after the expiration such dispute Tenant shall pay Tenant’s Proportionate Share of the one hundred eighty Operating Expenses in accordance with the applicable Landlord’s Statement within twenty (18020) day 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 Landlord’s Statement during the three (3) month period set forth 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 Section 7.3(c) applicable to such Operating Yearany 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 distinguished 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, 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 that Tenant disagrees with the extent Tenant is then aware of such mattersapplicable Landlord’s Statement, specifying in reasonable detail the basis for Tenant’s disagreement and the amount of Tenant’s Proportionate Share of the actual Operating Payment, Tenant’s Tax Payment, Tenant’s Pilot Payment and/or any other Additional Rent payable under this Article 7, as applicable, Expenses that Tenant claims is properly due (subject to Landlord, or increase in the proper amount of Base Operating Expenses, the Base Pilot Square Foot Factor or the Base Tax Amount, as applicable, said challenge). Landlord and requesting Tenant shall attempt to examine the Operating Records in connection with any settle such dispute, provided that disagreement. If they are unable to do so within thirty (i30) with respect to Operating Expenses, Pilot and/or Taxes, Tenant delivers Tenant’s Statement no later than twelve (12) 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 days following delivery of a Tenant’s Statement, to then either party may notify the extent it included any detail, other that such disagreement shall be without prejudice to any additional or different claims which Tenant may have upon reviewing Landlord’s books and records determined by a CPA in accordance with this Section 7.5(bsubsection 6.2(d), and promptly thereafter Landlord and 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 for Comparable Buildings. If Tenant shall not give such Tenant’s Statement within such twelve (12) month period or twenty-four (24) month period, as applicable, 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, Pilot and/or Taxes, as applicable, and/or other Additional Rent in connection with any such dispute; provided that (A) Tenant designate the CPA. Any determination made by the CPA shall have delivered such Tenant’s Statement within twelve (12) months (or twenty-four (24) months, as applicable, in not exceed the case of clause (ii) above) after the date on which Landlord shall have delivered such Landlord’s Statement to Tenant, (B) Tenant completes such examination within twelve (12) months after the delivery by Tenant to Landlord of the Tenant’s Statement in 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 (C) 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 and Tenant). If Tenant sends a Tenant’s Statement, Tenant may elect to have Tenant’s certified public accountant 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 (the “Operating Records”) relating to Pilot, Taxes, Operating Expenses and/or other components of Additional Rent for 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 other years. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating 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 , 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 the amount of 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, it being agreed that such obligation shall survive the Expiration 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 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 five percent (5%) for such yearproceeding.

Landlord’s Statement. (a) Landlord’s failure After the end of each Lease Year including the Base Year for Operating Expenses, Landlord shall furnish to render Tenant 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 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. (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 for such dispute and, to the extent Tenant is then aware of such matters, specifying in reasonable detail the 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, or the proper amount of Base Operating Expenses, the Base Pilot Square Foot Factor or the Base Tax Amount, as applicable, and requesting to examine the Operating 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 twelve (12) 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 Lease Year. Any Each 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 twelve (12) month period or twentyyear-four (24) month period, as applicable, then end 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 accompanied by a computation of Operating Expenses for the right to examine Building prepared by Landlord, Landlord’s books and records relating to Operating Expensesmanager, Pilot and/or Taxes, as applicable, and/or other or by an accountant designated by Landlord from which Landlord shall make the computation of Additional Rent due in connection with any respect of Operating Expenses hereunder. The computation of Operating Expenses may be prepared in reliance on Landlord’s good faith estimates and allocations whenever said estimates and allocations are necessary, provided such dispute; provided that estimates and allocations (Ai) Tenant shall have delivered such Tenant’s Statement within twelve (12) months (or twenty-four (24) monthsare consistently made for the Base Year and each subsequent Lease Year, as applicable, in the case of clause (ii) aboveare uniformly and consistently made with respect to all office tenants of the Building, and (iii) after are consistent with the date on which Landlord shall have delivered such procedures applicable to allocations of Operating Expenses and/or Shared Components set forth in the Condominium Documents If the Landlord’s Statement shows that the sums paid by Tenant exceeded amounts required to be paid by Tenant for such Lease Year, Landlord shall credit the amount of such excess against subsequent payments of Rent or, if at the end of the Term there shall not be any further installments of Rent remaining against which Landlord can credit any such overpayments due Tenant, (B) Landlord shall deliver to Tenant completes such examination within twelve (12) months after a check in the delivery by Tenant to Landlord amount of the Tenant’s Statement in question, as such twelve (12) month period may be extended on a day-for-day basis for any delays by Landlord in affording refund due Tenant access to the Operating Records, and (C) 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 and Tenant). If Tenant sends a Tenant’s Statement, Tenant may elect to have Tenant’s certified public accountant 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 (the “Operating Records”) relating to Pilot, Taxes, Operating Expenses and/or other components of Additional Rent for 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 other years. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating 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 after Tenant shall first be entitled to a credit for the overpayment; and if the Landlord’s Statement for such resolutionLease Year shows that the sums so paid by Tenant were less than Tenant’s responsibility for such Lease Year, and Tenant shall pay the amount of the overpayment, if any, shall be paid by Landlord to Tenant such deficiency within thirty (or credit allowed Tenant against Rent becoming due), together with interest thereon at the Applicable Rate, it being agreed that such obligation shall survive the Expiration 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, (I30) 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 five percent (5%) for such yeardays after demand therefor.

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 that 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 ExpensesSuch inspection may be done only by Tenant’s employees or contractors on a time basis, 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 Yearas distinguished 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, 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 that Tenant disagrees with the extent Tenant is then aware of such mattersapplicable Landlord’s Statement, specifying in reasonable detail the basis for Tenant’s disagreement and the amount of Tenant’s Proportionate Share of the actual Operating Payment, Tenant’s Tax Payment, Tenant’s Pilot Payment and/or any other Additional Rent payable under this Article 7, as applicable, Expenses that Tenant claims is properly due (subject to Landlord, or increase in the proper amount of Base Operating Expenses, the Base Pilot Square Foot Factor or the Base Tax Amount, as applicable, said challenge). Landlord and requesting Tenant shall attempt to examine the Operating Records in connection with any settle such dispute, provided that disagreement. If they are unable to do so within thirty (i30) with respect to Operating Expenses, Pilot and/or Taxes, Tenant delivers Tenant’s Statement no later than twelve (12) 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 days following delivery of a Tenant’s Statement, to then either party may notify the extent it included any detail, other that such disagreement shall be without prejudice to any additional or different claims which Tenant may have upon reviewing Landlord’s books and records determined by a CPA in accordance with this Section 7.5(bsubsection 6.2(d), and promptly thereafter Landlord and 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 for Comparable Buildings. If Tenant shall not give such Tenant’s Statement within such twelve (12) month period or twenty-four (24) month period, as applicable, 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, Pilot and/or Taxes, as applicable, and/or other Additional Rent in connection with any such dispute; designate the CPA. The CPA designated by the AAA shall not have provided that (A) Tenant shall have delivered such Tenant’s Statement within twelve (12) 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, (B) Tenant completes such examination within twelve (12) months after the delivery by Tenant services to Landlord of or Tenant on any prior occasion. Any determination made by the Tenant’s Statement in 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 CPA shall not exceed the Operating Records, and (C) 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 and Tenant). If Tenant sends a Tenant’s Statement, Tenant may elect to have Tenant’s certified public accountant 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 (the “Operating Records”) relating to Pilot, Taxes, Operating Expenses and/or other components of Additional Rent for 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 other years. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating 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 , 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 the amount of 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, it being agreed that such obligation shall survive the Expiration 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 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 five percent (5%) 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 that 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, 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 basis reason 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, or Landlord to the proper extent such amount of Base Operating Expenses, the Base Pilot Square Foot Factor or the Base Tax Amount, as applicableis then known by Tenant, and requesting to examine the Landlord’s books and records relating to Operating Records Expenses and/or Taxes and/or other Additional Rent 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 twelve one hundred eighty (12180) months days 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 twelve one hundred eighty (12180) month period or twenty-four (24) month day 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, Pilot Expenses and/or Taxes, as applicable, 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 (Ai) Tenant shall have delivered such Tenant’s Statement within twelve one hundred eighty (12180) months (or twenty-four (24) months, as applicable, in the case of clause (ii) above) days after the date on which Landlord shall have delivered such Landlord’s Statement to Tenant, (Bii) Tenant completes such examination within twelve one hundred eighty (12180) months days after the delivery by Tenant to Landlord of the Tenant’s Statement in 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, question and (Ciii) 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 Landlord). Tenant covenants and Tenant)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 Tenant’s 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 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 other 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, Tenant’s Tax Payment, Tenant’s Pilot Payment, Base Operating Expenses, the Base Pilot Square Foot Factor, the Base Tax Amount 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 the overpayment, if any, shall be paid by Landlord to Tenant such overpayment (or credit allowed Tenant against Rent becoming due), together with interest thereon at the Applicable Rate); provided, it being agreed however, that upon the expiration or earlier termination of this Lease, Landlord shall pay such obligation shall survive the Expiration Dateamount to Tenant, if such amount has not yet been so paid or credited. 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 five twelve percent (512%) for such year.

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 that 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 or Operation Year, as the case may be, Tenant may give Landlord written notice 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. (b) In the event that Tenant disputes failure and if Landlord does not submit the Landlord’s 's Statement within thirty (30) days after such notice, Landlord shall, subject to Force Majeure, forfeit the right to submit such statement for the applicable Operation 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 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, or the proper amount of Base Operating Expenses, the Base Pilot Square Foot Factor or the Base Tax Amount, as applicable, and requesting to examine the Operating 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 twelve (12) 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 Each Landlord’s books and records in accordance with this Section 7.5(b). If Tenant shall not give such Tenant’s Statement within such twelve (12) month period or twenty-four (24) month period, as applicable, then Landlord’s 's Statement shall be conclusive and binding upon Tenant and 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 deemed to have waived any further rights to pursue such dispute. Tenant incorrect, and shall have the right to examine Landlord’s books and records relating to Operating Expenses, Pilot and/or Taxes, as applicable, and/or other pay Additional Rent in connection accordance with any such dispute; provided that (A) Tenant shall have delivered such the applicable Landlord's Statement, without prejudice to Tenant’s 's position. If Landlord fails to render a Landlord's Statement within twelve six (12) 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, (B) Tenant completes such examination within twelve (126) months after the delivery by Tenant to Landlord of the Tenant’s Statement in 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 (C) Tenant shall comply with any confidentiality requirements reasonably imposed by Landlord (including, without limitation, the execution and delivery expiration of a confidentiality agreement reasonably acceptable to Landlord and Tenant). If Tenant sends a Tenant’s Statement, Tenant may elect to have Tenant’s certified public accountant examine, at Landlord’s office Tax or at such other location in the Borough of Manhattan as Landlord may reasonably designate, such of Landlord’s books and records (the “Operating Records”) relating to Pilot, Taxes, Operating Expenses and/or other components of Additional Rent for 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 Operation Year, as the case may be, but not and Tenant disputes the estimated amount of Additional Rent paid pursuant to the preceding provisions of this Article 6 in respect of such Tax or Operation Year, Tenant shall notify Landlord that it disputes such amount within six (6) months after the last date that Landlord was entitled to render a Landlord's Statement with respect to any other years. such Tax or Operation Year, specifying the particular respects in which it is claimed that Tenant's payments are incorrect. If such dispute shall not be resolved within seven (c7) Any months after the giving of such Landlord's Statement, or if Landlord does not give a Landlord's Statement, seven (7) months after the expiration of the period for Landlord to render such Statement, Tenant shall submit the dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating 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 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 period of sixty (60) days in which to inspect and audit the books and records of Landlord which are or could be relevant to the accuracy of said Landlord's Statement or the amounts charged Tenant for the Operation Year. Such inspection shall be resolved by arbitration conducted at Landlord's office where the records are kept in accordance with the provisions of Article 34 hereof. Notwithstanding the foregoing provisions of this Section 7.5(c)New York, TenantNew Jersey or Connecticut, 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 and shall be made in accordance therewith within thirty (30) days of at such resolution, and the amount of the overpayment, if any, time or times during business hours as Landlord shall be paid by Landlord to Tenant (or credit allowed Tenant against Rent becoming due), together with interest thereon at the Applicable Rate, it being agreed that such obligation shall survive the Expiration Datereasonably designate. 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 keep confidential any information obtained from the books and expenses relating to such contest (other than records of 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 five percent (5%) for such year.

Landlord’s Statement. Within one hundred twenty (a120) days after the close of each Lease Year or as soon thereafter as is practicable, Landlord shall deliver to Tenant a statement of that year’s Property Taxes and Operating Expenses, and the actual Tax and Operating Expense Adjustment, as determined by Landlord (the “Landlord’s failure to render Statement”). No delay in providing the Landlord Statement shall act as a Landlord’s Statement with respect to any payment period shall not prejudice waiver of 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 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. (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, pursuant to the extent Tenant is then aware of such matters, specifying in reasonable detail the basis for Tenant’s disagreement Tax 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, or the proper amount of Base Operating Expenses, the Base Pilot Square Foot Factor or the Base Tax Amount, as applicable, and requesting to examine the Operating 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 twelve (12) 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 YearExpense Adjustment. 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 twelve (12) month period or twenty-four (24) month period, as applicable, then Such Landlord’s Statement shall be conclusive and binding upon Tenant Tenant, except as specifically provided in Section 4.5 below. If the amount of the actual Tax and Operating Expense Adjustment is more than the estimated payments for such calendar year made by Tenant, Tenant shall be deemed to have waived any further rights to pursue such dispute. Tenant shall have pay the right to examine Landlord’s books and records relating to Operating Expenses, Pilot and/or Taxes, as applicable, and/or other Additional Rent in connection with any such dispute; provided that (A) Tenant shall have delivered such Tenant’s Statement within twelve (12) 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, (B) Tenant completes such examination within twelve (12) months after the delivery by Tenant deficiency to Landlord within five (5) days after receipt of the Tenant’s Statement in 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 (C) 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 and Tenant). If Tenant sends a Tenant’s Statement, Tenant may elect to have Tenant’s certified public accountant 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 (the “Operating Records”) relating to Pilot, Taxes, Operating Expenses and/or other components of Additional Rent for 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 other years. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating 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 If the amount of the overpaymentactual Tax and Operating Expense Adjustment is less than the estimated payments for such calendar year made by Tenant, any excess shall be credited against the next Rent due (as hereinafter defined) next payable by Tenant under this Lease or, if anythe Lease Term has expired, any excess shall be paid by Landlord to Tenant (or credit allowed Tenant against Rent becoming due), together with interest thereon Tenant. For any partial Lease Year at the Applicable Ratebeginning or end of the Term, it being agreed that such obligation the Tax and Operating Expense Adjustment shall survive be prorated on the Expiration Date. basis of a 365-day year by computing Tenant’s payment Share of any Tenant’s the increases in Operating Payment, Tenant’s Tax Payment or Tenant’s Pilot Payment shall not preclude Tenant from later disputing Costs and Taxes for the correctness entire year and then prorating such amount for the number 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 days during 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 five percent (5%) for such yearincluded in the Lease Term.

Landlord’s Statement. (a) Landlord’s failure to render a Landlord’s Statement with respect to any payment period Landlord 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 maintain books and records showing Operating Expenses during any payment period in accordance with reasonably sound accounting practices consistently applied throughout the Term of the Lease. By April 1st of each calendar year or any time thereafter. Notwithstanding the foregoing provisions of this Section 7.5(a)as soon thereafter as practical, Landlord shall not be entitled deliver to issue Tenant a statement certified by Landlord of the prior calendar year’s Property Taxes, Operating Expenses and Insurance Costs (the “Landlord’s Statement with respect Statement”). Each statement for Operating Expenses shall give detailed information as to an the computation of the Operating Year or Expenses and the components thereof. If the amount of Tax Year after and Operating Expense Rent paid by Tenant during any calendar year is more that the date that is (i) in the case Tenant’s Percentage Share of Property Taxes, three Operating Expenses and Insurance Costs for such year, then such excess shall be credited to the next occurring installment of Tax and Operating Expense Rent or refunded to Tenant, at Landlord’s option. If, however, the amount of Tax and Operating Expense Rent paid by Tenant during any calendar year is less that the Tenant’s Percentage Share of Property Taxes, Operating Expenses and Insurance Costs for such year, then Tenant shall pay the deficiency to Landlord within thirty (330) years days after receipt of Landlord’s Statement. No delay in providing the expiration statement described in this Section shall act as a waiver of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable Tenant’s obligation to pay Tax and Operating Expense Rent; provided, however, Tenant shall have no obligation to reimburse Landlord for any expenses incurred by Landlord reimbursable hereunder if such Tax Year and (ii) in the case of Operating Expenses, expenses are not billed to Tenant within two (2) years after the expiration of the one hundred eighty (180) day period set forth in Section 7.3(c) applicable to year such Operating Year. (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 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, or the proper amount of Base Operating Expenses, the Base Pilot Square Foot Factor or the Base Tax Amount, as applicable, and requesting to examine the Operating 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 twelve (12) 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 twelve (12) 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, Pilot and/or Taxes, as applicable, and/or other Additional Rent in connection with any such dispute; provided that (A) Tenant shall have delivered such Tenant’s Statement within twelve (12) 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, (B) Tenant completes such examination within twelve (12) months after the delivery by Tenant to Landlord of the Tenant’s Statement in 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 (C) 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 and Tenant). If Tenant sends a Tenant’s Statement, Tenant may elect to have Tenant’s certified public accountant 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 (the “Operating Records”) relating to Pilot, Taxes, Operating Expenses and/or other components of Additional Rent for 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 other years. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating 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 expenses are incurred 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 the amount of 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, it being agreed that such obligation shall survive the Expiration 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 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 five percent (5%) for such year.

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 the rendering of a Landlord’s Statement prejudice Landlord’s right however, if Landlord fails 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 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. (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 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, or the proper amount of Base Operating Expenses, the Base Pilot Square Foot Factor or the Base Tax Amount, as applicable, and requesting to examine the Operating 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 twelve (12) 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 furnish 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 Xxxxxxxx's Statement within such twelve (12) 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, Pilot and/or Taxes, as applicable, and/or other Additional Rent in connection with any such dispute; provided that (A) Tenant shall have delivered such Tenant’s Statement within twelve (12) 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, (B) Tenant completes such examination within twelve (12) months after the delivery by Tenant to Landlord end of the Tenant’s Statement in questionprevious calendar year, as Landlord waives its right to collect any underpayment for such twelve (12) month period may be extended on a dayprevious calendar year. In the event that less than ninety-for-day basis for any delays by Landlord in affording Tenant access to the Operating Records, and (C) 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 and Tenant). If Tenant sends a Tenant’s Statement, Tenant may elect to have Tenant’s certified public accountant 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 (the “Operating Records”) relating to Pilot, Taxes, Operating Expenses and/or other components of Additional Rent for 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 other years. (c) Any dispute between Landlord and Tenant with respect to any amount of Tenant’s Operating 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 the amount of 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, it being agreed that such obligation shall survive the Expiration 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 (595%) for such of the total rentable office area of the Building is occupied by tenants during any calendar year and (II) of the Lease Tenn, Landlord shall pay make the necessary adjustments to 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 Office Pool Operating Expense items that Landlord overstated Tenant’s vary based on Building occupancy so that the actual Office Pool Operating Payment by more than five percent (5%) for such year.Expenses