In the event of any dispute under clause (g) of the definition of Major Decision between Owner Member and/or its appointed Manager(s), on the one hand, and Investor Member and/or the SLG or RXR Realty appointed Managers, on the other hand, either Participating Member may submit such dispute to final and binding arbitration in New York, NY, administered by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures, as in effect at that time, by an arbitrator with at least ten years of experience in tax matters relating to real estate operating companies owning properties similar to the Property and located in Manhattan. Each Participating Member shall submit to such arbitrator its position on each matter in dispute and any applicable materials that it desires that such arbitrator consider in making its determination within 7 Business Days following the appointment of the arbitrator. Such arbitrator shall consider only the materials submitted to it for resolution. Each Participating Member shall cooperate with JAMS and with the other Participating Member in scheduling the arbitration proceedings so that a final non-appealable award is rendered within 30 calendar days after submission thereof to arbitration, and any notice requirements under Paragraph 14(b) of the JAMS Streamlined Arbitration Rules and Procedures or otherwise may be shortened by such arbitrator in its discretion. The non-prevailing party in such arbitration shall pay all fees and disbursements due to JAMS and the arbitrator as well as the reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) of the prevailing party incurred in connection with such arbitration. The arbitrator shall be (i) a disinterested and impartial person and (ii) selected in accordance with Paragraph “12(c)” et seq. of the JAMS Streamlined Arbitration Rules and Procedures. Such arbitrator shall be bound by the provisions of this Agreement and by Applicable Law and shall select the position proposed by either the Owner Member or the Investor Member for each disputed item (and no other position), which, in his or her opinion, would be consistent with applicable legal requirements, not adversely affect the REIT qualification or any reasonable REIT qualification concern of such Participating Member or its affiliates and is more consistent with the prevailing practices for similar entities owning Class A office buildings in Manhattan, and shall notify the Participating Members of its determination. The position selected by the arbitrator with respect to the disputed item shall be deemed Board Approval with respect thereto. Any decision rendered by such arbitrator with respect to any matter in dispute shall be final, conclusive and binding upon the Company and the Participating Members and may be entered and enforced in any court having jurisdiction over the Company and either Participating Member.