NOT BE UNREASONABLY WITHHELD, DELAYED OR
CONDITIONED), ENTER INTO, AMEND OR MODIFY THE PROVISIONS OF ANY MANAGEMENT
AGREEMENT WITH RESPECT TO ANY PROPERTY.
ANY MANAGEMENT AGREEMENT ENTERED INTO
PURSUANT TO THE PROVISIONS OF THIS SECTION 5.4 SHALL BE SUBORDINATE TO THIS
AGREEMENT AND SHALL PROVIDE, INTER ALIA, THAT ALL AMOUNTS DUE FROM TENANT TO
MANAGER THEREUNDER SHALL BE SUBORDINATE TO ALL AMOUNTS DUE FROM TENANT TO
LANDLORD (PROVIDED THAT, AS LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, TENANT MAY PAY ALL AMOUNTS DUE TO MANAGER THEREUNDER PURSUANT TO
SUCH MANAGEMENT AGREEMENT) AND FOR TERMINATION THEREOF, AT LANDLORD'S OPTION,
UPON THE TERMINATION OF THIS AGREEMENT.
TENANT SHALL NOT TAKE ANY ACTION, GRANT
ANY CONSENT OR PERMIT ANY ACTION UNDER ANY SUCH MANAGEMENT AGREEMENT WHICH MIGHT
HAVE A MATERIAL ADVERSE EFFECT ON LANDLORD, WITHOUT THE PRIOR WRITTEN CONSENT OF
LANDLORD, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR
CONDITIONED.
ARTICLE 6
IMPROVEMENTS, ETC.
6.1
IMPROVEMENTS TO THE LEASED PROPERTY.
TENANT SHALL NOT MAKE,
CONSTRUCT OR INSTALL (OR PERMIT TO BE MADE, CONSTRUCTED OR INSTALLED) ANY
CAPITAL ADDITIONS WITHOUT, IN EACH INSTANCE, OBTAINING LANDLORD'S PRIOR WRITTEN
CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR
CONDITIONED PROVIDED THAT (A) CONSTRUCTION OR INSTALLATION OF THE SAME WOULD NOT
ADVERSELY AFFECT OR VIOLATE ANY MATERIAL LEGAL REQUIREMENT OR INSURANCE
REQUIREMENT APPLICABLE TO ANY PROPERTY AND (B) LANDLORD SHALL HAVE RECEIVED AN
OFFICER'S CERTIFICATE CERTIFYING AS TO THE SATISFACTION OF THE CONDITIONS SET
OUT IN CLAUSE (A) ABOVE; PROVIDED, HOWEVER, THAT NO SUCH CONSENT SHALL BE
REQUIRED IN THE EVENT IMMEDIATE ACTION IS REQUIRED TO PREVENT IMMINENT HARM TO
PERSON OR PROPERTY.
PRIOR TO COMMENCING CONSTRUCTION OF ANY CAPITAL ADDITION,
TENANT SHALL SUBMIT TO LANDLORD, IN
31
WRITING, A PROPOSAL SETTING FORTH, IN REASONABLE DETAIL, ANY SUCH PROPOSED
IMPROVEMENT AND SHALL PROVIDE TO LANDLORD SUCH PLANS AND SPECIFICATIONS, AND
SUCH PERMITS, LICENSES, CONTRACTS AND SUCH OTHER INFORMATION CONCERNING THE SAME
AS LANDLORD MAY REASONABLY REQUEST.
LANDLORD SHALL HAVE THIRTY (30) DAYS TO
REVIEW ALL MATERIALS SUBMITTED TO LANDLORD IN CONNECTION WITH ANY SUCH
PROPOSAL.
FAILURE OF LANDLORD TO RESPOND TO TENANT'S PROPOSAL WITHIN THIRTY
(30) DAYS AFTER RECEIPT OF ALL INFORMATION AND MATERIALS REQUESTED BY LANDLORD
IN CONNECTION WITH THE PROPOSED IMPROVEMENT SHALL BE DEEMED TO CONSTITUTE
APPROVAL OF THE SAME.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH
PROPOSAL SHALL INDICATE THE APPROXIMATE PROJECTED COST OF CONSTRUCTING SUCH
PROPOSED IMPROVEMENT AND THE USE OR USES TO WHICH IT WILL BE PUT.
NO CAPITAL
ADDITION SHALL BE MADE WHICH WOULD TIE IN OR CONNECT ANY LEASED IMPROVEMENTS
WITH ANY OTHER IMPROVEMENTS ON PROPERTY ADJACENT TO ANY PROPERTY (AND NOT PART
OF THE LAND) INCLUDING, WITHOUT LIMITATION, TIE-INS OF BUILDINGS OR OTHER
STRUCTURES OR UTILITIES.
EXCEPT AS PERMITTED HEREIN, TENANT SHALL NOT FINANCE
THE COST OF ANY CONSTRUCTION OF SUCH IMPROVEMENT BY THE GRANTING OF A LIEN ON OR
SECURITY INTEREST IN THE LEASED PROPERTY OR SUCH IMPROVEMENT, OR TENANT'S
INTEREST THEREIN, WITHOUT THE PRIOR WRITTEN CONSENT OF LANDLORD, WHICH