TO TIME BY
LANDLORD OR ANY PERSON OR ENTITY DESIGNATED BY LANDLORD.
LANDLORD SHALL NOT
UNREASONABLY WITHHOLD, DELAY OR CONDITION ITS CONSENT WHENEVER SUCH CONSENT IS
REQUIRED UNDER THIS LEASE, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS
LEASE (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY ASSIGNMENT OF THIS
LEASE OR SUBLETTING OF THE LEASED PREMISES WHICH SHALL BE GOVERNED BY THE
EXPRESS TERMS OF PARAGRAPH 21 HEREOF).
IN ANY INSTANCE IN WHICH LANDLORD AGREES
NOT TO ACT UNREASONABLY, TENANT HEREBY WAIVES ANY CLAIM FOR DAMAGES AGAINST OR
LIABILITY OF LANDLORD WHICH IS BASED UPON A CLAIM THAT LANDLORD HAS UNREASONABLY
WITHHELD, DELAYED OR CONDITIONED ANY CONSENT OR APPROVAL REQUESTED BY TENANT,
AND TENANT AGREES THAT ITS SOLE REMEDY SHALL BE AN ACTION FOR DECLARATORY
JUDGMENT.
IF WITH RESPECT TO ANY REQUIRED CONSENT OR APPROVAL LANDLORD IS
REQUIRED BY THE EXPRESS PROVISIONS OF THIS LEASE NOT TO UNREASONABLY WITHHOLD OR
DELAY ITS CONSENT OR APPROVAL, AND IF IT IS DETERMINED IN ANY SUCH PROCEEDING
REFERRED TO IN THE PRECEDING SENTENCE THAT LANDLORD ACTED UNREASONABLY, THE
REQUESTED CONSENT OR APPROVAL SHALL BE DEEMED TO HAVE BEEN GRANTED; HOWEVER,
LANDLORD SHALL HAVE NO LIABILITY WHATSOEVER TO TENANT FOR ITS REFUSAL OR FAILURE
TO GIVE SUCH CONSENT OR APPROVAL EXCEPT THAT LANDLORD SHALL REIMBURSE TENANT FOR
ITS REASONABLE ATTORNEYS FEES AND COURT COSTS INCURRED IN CONNECTION WITH SUCH
PROCEEDING IF TENANT SO PREVAILS.
TENANT'S SOLE REMEDY FOR LANDLORD'S
UNREASONABLY WITHHOLDING OR DELAYING, CONSENT OR APPROVAL SHALL BE AS PROVIDED
IN THIS PARAGRAPH.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAIN HEREIN,
EXCEPT AND ONLY TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, IN NO
EVENT SHALL LANDLORD OR TENANT BE LIABLE FOR ANY CONSEQUENTIAL INDIRECT OR
PUNITIVE DAMAGES.
(D)
LANDLORD SHALL IN NO EVENT BE CONSTRUED FOR
ANY PURPOSE TO BE A PARTNER, JOINT VENTURER OR ASSOCIATE OF TENANT OR OF ANY
SUBTENANT, OPERATOR, CONCESSIONAIRE OR LICENSEE OF TENANT WITH RESPECT TO ANY OF
THE LEASED PREMISES OR OTHERWISE IN THE CONDUCT OF THEIR RESPECTIVE BUSINESSES.
(E)
THIS LEASE AND ANY DOCUMENTS WHICH MAY BE
EXECUTED BY TENANT ON OR ABOUT THE EFFECTIVE DATE HEREOF AT LANDLORD'S REQUEST
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR
UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, BETWEEN THE PARTIES
HERETO RELATING TO THE LEASED PREMISES AND THE TRANSACTIONS PROVIDED FOR
64
HEREIN.
LANDLORD AND TENANT ARE BUSINESS ENTITIES HAVING SUBSTANTIAL EXPERIENCE
WITH THE SUBJECT MATTER OF THIS LEASE AND HAVE EACH FULLY PARTICIPATED IN THE
NEGOTIATION AND DRAFTING OF THIS LEASE.
ACCORDINGLY, THIS LEASE SHALL BE
CONSTRUED WITHOUT REGARD TO THE RULE THAT AMBIGUITIES IN A DOCUMENT ARE TO BE
CONSTRUED AGAINST THE DRAFTER.
(F)
THIS LEASE MAY BE MODIFIED, AMENDED,
DISCHARGED OR WAIVED ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY AGAINST
WHOM ENFORCEMENT OF ANY SUCH MODIFICATION, AMENDMENT, DISCHARGE OR WAIVER IS
SOUGHT.
(G)
THE COVENANTS OF THIS LEASE SHALL RUN WITH THE
LAND AND BIND LANDLORD AND TENANT, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND
ALL PRESENT AND SUBSEQUENT ENCUMBRANCERS