If Tenant timely disputes Landlord’s Determination and Landlord and Tenant fail to agree as to the Fair Market Minimum Annual Rent (and, accordingly, the Rent payable by Tenant during the subject Renewal Term) within thirty (30) days after the giving of Tenant’s Notice, then the Fair Market Minimum Annual Rent shall be determined as follows: A licensed real estate appraiser (the “Appraiser”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Appraiser, then the same shall be designated by the American Arbitration Association (“AAA”). The Appraiser selected by the parties or designated by the AAA shall have at least ten (10) years’ experience in the appraisal of retail space in Manhattan, NY. Landlord and Tenant shall each submit to the Appraiser and to the other its determination of the Fair Market Minimum Annual Rent. The parties shall instruct the Appraiser to (A) conduct the hearings and investigations that he or she deems appropriate, and 

 (B)  choose either Landlord's determination or Tenant's determination submitted to the Appraiser as the better estimate of Fair Market Minimum Annual Rent, being the determination which is closer to the Fair Market Minimum Annual Rent determined by the Appraiser using the definition set forth in this Article 72, within thirty (30) days after the date that the Appraiser is designated. The Appraiser's aforesaid choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with the procedure described herein, and fifty (50%) percent of any AAA fees and fees of the Appraiser. Either Landlord or Tenant shall have the right to submit to the Appraiser any material in support of its determination of Fair Market Minimum Annual Rent within ten (10) business days of the date of the selection of the Appraiser. After a determination has been made of the Fair Market Minimum Annual Rent, the parties shall execute and deliver a lease amendment memorializing the extension of the Term as described in this Article 72 and setting forth the Rent payable by Tenant during the Renewal Term, but the failure to so execute and deliver any such instrument shall not affect the determination of Fair Market Minimum Annual Rent (and, accordingly, the Rent payable during the Renewal Term). 





 (iii) If Tenant timely disputes Landlord’s Determination and if the final determination of the Fair Market Minimum Annual Rent shall not be made on or before the first day of the subject Renewal Term then, pending such final determination, Tenant shall pay, as Rent for the subject Renewal Term, an amount equal to Landlord’s Determination. If, based upon the final determination of the Fair Market Minimum Annual Rent, the Rent payments made by Tenant for such portion of the subject Renewal Term were (i) less than they should have been, then Tenant shall pay to Landlord the amount of such deficiency within ten (10) business days after demand therefor, or (ii) greater than they should have been, then Landlord shall credit the amount of such excess against installments of Rent next coming due. 



         Time shall be of the essence with respect to all obligations under this Article 72. 



                          73.  Quiet Enjoyment

Section label: Determining Fair Market Rent