RENT EVER BE REDUCED BY
OPERATION OF THIS ARTICLE 3.
THE RIGHTS AND OBLIGATIONS OF LANDLORD AND TENANT
UNDER THE PROVISIONS OF THIS ARTICLE 3 SHALL SURVIVE THE TERMINATION OF THIS
LEASE, AND PAYMENTS SHALL BE MADE PURSUANT TO THIS ARTICLE 3 NOTWITHSTANDING THE
FACT THAT AN ESCALATION STATEMENT IS FURNISHED TO TENANT AFTER THE EXPIRATION OR
OTHER TERMINATION OF THE TERM.
3.06
LANDLORD'S FAILURE TO RENDER AN ESCALATION STATEMENT WITH RESPECT
TO ANY TAX YEAR OR OPERATING YEAR SHALL NOT PREJUDICE LANDLORD'S RIGHT TO
THEREAFTER RENDER AN ESCALATION STATEMENT WITH RESPECT THERETO OR WITH RESPECT
TO ANY SUBSEQUENT TAX YEAR OR OPERATING YEAR, PROVIDED THAT SUCH ESCALATION
STATEMENT IS RENDERED WITHIN TWO YEARS AFTER THE EXPIRATION OF THE APPLICABLE
TAX YEAR OR OPERATING YEAR.
3.07
EACH ESCALATION STATEMENT SHALL BE CONCLUSIVE AND BINDING UPON
TENANT UNLESS WITHIN 120 DAYS AFTER RECEIPT OF SUCH ESCALATION STATEMENT TENANT
SHALL NOTIFY LANDLORD THAT IT
23
DISPUTES THE CORRECTNESS OF SUCH ESCALATION STATEMENT, SPECIFYING THE PARTICULAR
RESPECTS IN WHICH SUCH ESCALATION STATEMENT IS CLAIMED TO BE INCORRECT.
PENDING
THE RESOLUTION OF SUCH DISPUTE, AND AS A CONDITION PRECEDENT TO TENANT'S RIGHT
TO DISPUTE THE CORRECTNESS OF SUCH ESCALATION STATEMENT, TENANT SHALL MAKE ITS
PAYMENTS IN ACCORDANCE WITH SUCH ESCALATION STATEMENT WITHOUT PREJUDICE TO
TENANT'S POSITION.
IN THE EVENT OF THE RESOLUTION OF SUCH DISPUTE SO THAT THERE
SHALL HAVE BEEN AN OVERPAYMENT OF ANY OF TENANT'S TAX PAYMENT AND/OR TENANT'S
EXPENSE PAYMENT, LANDLORD SHALL PERMIT TENANT TO CREDIT THE AMOUNT OF SUCH
OVERPAYMENT AGAINST THE NEXT SUBSEQUENT RENTAL PAYMENTS UNDER THIS LEASE AND, IF
SUCH OVERPAYMENT SHALL HAVE EXCEEDED 6%, LANDLORD SHALL REIMBURSE TENANT FOR
TENANT'S REASONABLE AND ACTUAL COSTS FOR TENANT'S ACCOUNTANTS TO REVIEW THE
ESCALATION STATEMENT.
AFTER THE TERMINATION OF THIS LEASE AND THE PAYMENT TO
LANDLORD OF THE BALANCE, IF ANY, OF ALL BASIC ANNUAL RENT AND ADDITIONAL RENT
DUE HEREUNDER, LANDLORD SHALL PAY TO TENANT THE AMOUNT OF ANY CREDIT NOT
PREVIOUSLY APPLIED BY TENANT. TENANT AGREES, AT LANDLORD'S REQUEST, TO BE A
PARTY TO ANY ARBITRATION BETWEEN LANDLORD AND ANY OTHER TENANT OF THE PROPERTY
CONCERNING THE INTERPRETATION OF ANY PROVISION SIMILAR TO A PROVISION IN THIS
ARTICLE 3 IN SUCH OTHER TENANT'S LEASE.
TENANT SHALL NOT BE RESPONSIBLE FOR THE
COST OF ANY SUCH ARBITRATION, EXCEPT THAT TENANT SHALL BEAR THE COST OF ITS OWN
COUNSEL, EXPERTS AND PRESENTATION OF PROOF, IF ANY.
IF LANDLORD AND TENANT,
BOTH ACTING REASONABLY AND IN GOOD FAITH, CANNOT RESOLVE SUCH DISPUTE AND THE
AMOUNT IN DISPUTE EXCEEDS $10,000, THEN, IN SUCH EVENT, IF TENANT DELIVERS A
NOTICE (THE "ARBITRATION NOTICE") TO LANDLORD STATING THAT TENANT WISHES TO
RESORT TO THE PROCEDURE DESCRIBED IN THIS SUBSECTION BELOW, THE RESOLUTION AS TO
THE DISPUTED AMOUNT SHALL BE DETERMINED AS FOLLOWS.
A SENIOR OFFICER
EXPERIENCED IN ACCOUNTING MATTERS RELATED TO COMMERCIAL LEASING AND WHO IS A
PARTNER OF A RECOGNIZED NEW JERSEY ACCOUNTING FIRM (THE "ARBITRATOR") SHALL BE
SELECTED AND PAID FOR JOINTLY BY LANDLORD AND TENANT.
IF LANDLORD AND TENANT
ARE