CONNECTION
THEREWITH BY APPROPRIATE PROCEEDINGS, IN ACCORDANCE WITH THE CHARTER AND
ADMINISTRATIVE CODE OF THE CITY OF NEW YORK, AS IT MAY BE AMENDED, INCLUDING,
WITHOUT LIMITATION, THE RIGHT TO PROSECUTE ADMINISTRATIVE AND/OR JUDICIAL
PROCEEDINGS AND JUDICIAL REVIEW AND APPEAL OF ANY DECISION WHICH TENANT, IN ITS
SOLE DISCRETION, CONSIDERS ADVERSE, AND THE RIGHT TO SETTLE OR COMPROMISE ANY
SUCH PROCEEDING.
(II)
IF TENANT INSTITUTES A TAX ASSESSMENT REDUCTION OR OTHER ACTION OR
PROCEEDING PURSUANT TO SECTION 3.1(C)(I) HEREOF TO REDUCE FULL TAXES, TENANT
SHALL NEVERTHELESS CONTINUE TO PAY, DURING THE PENDENCY OF SUCH ACTION OR
PROCEEDING, THE FULL AMOUNT OF PILOT REQUIRED UNDER SECTION 3.1(A) HEREOF FOR
THE APPLICABLE PERIOD.
IF THERE IS A FINAL DETERMINATION OF ANY SUCH TAX
REDUCTION OR OTHER ACTION OR PROCEEDING IN TENANT'S FAVOR, TENANT SHALL OFFSET
THE AMOUNT OF ANY PILOT PAID TO LANDLORD UNDER SECTION 3.1(A) HEREOF BY (A) THE
AMOUNT BY WHICH PILOT PAID BY TENANT FOR ANY APPLICABLE PERIOD EXCEEDS THE
AMOUNT OF FULL TAXES FOR SUCH PERIOD, AS SO REDUCED, AND (B) INTEREST FOR THE
APPLICABLE PERIOD TO THE EXTENT (IF ANY) THAT SUCH INTEREST WOULD BE PAYABLE IN
COMPARABLE CIRCUMSTANCES BY THE APPLICABLE TAXING AUTHORITY IF THE CONDOMINIUM
UNIT(S) COMPRISING THE DEMISED PREMISES WERE NOT TAX EXEMPT, PROVIDED THAT ANY
SUCH AMOUNT (TOGETHER WITH SUCH INTEREST, IF ANY) UNRECOVERED AT THE EXPIRATION
OF THE TERM OF THIS LEASE SHALL BE PAID BY LANDLORD TO TENANT.
IN THE EVENT
THAT THERE IS A TAX PROTEST FILED BY TENANT OR A TAX CERTIORARI PROCEEDING FILED
BY TENANT IN RESPECT OF THE CONDOMINIUM UNIT(S) COMPRISING THE DEMISED PREMISES
WHICH IS UNRESOLVED ON THE PURCHASE OPTION CLOSING DATE, SUCH CIRCUMSTANCES
SHALL BE GOVERNED BY SECTION 5.1(C)(IV) HEREOF.
(III)
LANDLORD SHALL NOT BE REQUIRED TO JOIN IN ANY ACTION OR PROCEEDING
REFERRED TO IN THIS SECTION 3.1(C) UNLESS THE PROVISIONS OF ANY LAW, RULE OR
REGULATION AT THE TIME IN EFFECT REQUIRE THAT SUCH ACTION OR PROCEEDING BE
JOINED IN BY OR BROUGHT BY AND/OR IN THE NAME OF LANDLORD.
IF SO REQUIRED,
LANDLORD SHALL JOIN AND COOPERATE IN SUCH ACTIONS AND PROCEEDINGS OR PERMIT THEM
TO BE BROUGHT BY TENANT IN LANDLORD'S NAME TO THE EXTENT NECESSARY TO PERMIT
TENANT TO EFFECT SUCH PROCEEDING, IN WHICH CASE TENANT SHALL PAY ALL REASONABLE
COSTS AND EXPENSES INCURRED BY LANDLORD IN CONNECTION THEREWITH.
SUCH
COOPERATION SHALL INCLUDE, WITHOUT LIMITATION, THE EXECUTION, ACKNOWLEDGMENT AND
DELIVERY OF ANY DOCUMENTS OR INSTRUMENTS REASONABLY REQUIRED TO PROSECUTE,
SETTLE OR COMPROMISE THE ACTION OR PROCEEDING IN QUESTION, PROVIDED THAT
LANDLORD SHALL NOT BE OBLIGATED TO INCUR ANY LIABILITY, COST OR EXPENSE IN
CONNECTION THEREWITH UNLESS INDEMNIFIED BY TENANT THEREFOR.
SECTION 3.2
RETAIL SPACE PERCENTAGE RENT
CALCULATION OF PERCENTAGE
RENT.
TENANT COVENANTS AND AGREES TO PAY TO LANDLORD, FROM AND AFTER THE
COMMENCEMENT DATE AND THROUGH THE DATE THAT IS ONE (1) DAY BEFORE THE SCHEDULED
PILOT CONVERSION DATE, PERCENTAGE
35
RENT, DETERMINED IN ACCORDANCE WITH THIS SECTION 3.2(A).
PERCENTAGE RENT FOR
ANY LEASE YEAR SHALL BE THE SUM