OR OTHER TERMINATION; AND,
IN ANY EVENT, UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, ANY LIABILITY
FOR A PAYMENT (INCLUDING, WITHOUT LIMITATION, ADDITIONAL CHARGES UNDER
ARTICLE 3) WHICH SHALL HAVE ACCRUED TO OR WITH RESPECT TO ANY PERIOD ENDING AT
THE TIME OF EXPIRATION OR OTHER TERMINATION OF THIS LEASE SHALL SURVIVE THE
EXPIRATION OR OTHER TERMINATION OF THIS LEASE.
35.07
(A)
IF TENANT SHALL
REQUEST LANDLORD'S CONSENT AND LANDLORD SHALL FAIL OR REFUSE TO GIVE SUCH
CONSENT, TENANT SHALL NOT BE ENTITLED TO ANY DAMAGES FOR ANY WITHHOLDING
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BY LANDLORD OF ITS CONSENT, IT BEING INTENDED THAT TENANT'S SOLE REMEDY SHALL BE
AN ACTION FOR SPECIFIC PERFORMANCE OR INJUNCTION, AND THAT SUCH REMEDY SHALL BE
AVAILABLE ONLY IN THOSE CASES WHERE LANDLORD HAS EXPRESSLY AGREED IN WRITING NOT
TO UNREASONABLY WITHHOLD ITS CONSENT OR WHERE AS A MATTER OF LAW LANDLORD MAY
NOT UNREASONABLY WITHHOLD ITS CONSENT.
(B)
IF TENANT DESIRES TO DETERMINE ANY DISPUTE
BETWEEN LANDLORD AND TENANT AS TO THE REASONABLENESS OF LANDLORD'S DECISION TO
REFUSE TO CONSENT OR APPROVE ANY ITEM AS TO WHICH LANDLORD HAS SPECIFICALLY
AGREED THAT ITS CONSENT OR APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, SUCH
DISPUTE SHALL BE SETTLED AND FINALLY DETERMINED BY ARBITRATION IN THE CITY OF
NEW YORK IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF THIS SECTION 35.07(B).
WITHIN SEVEN (7) BUSINESS DAYS NEXT FOLLOWING THE GIVING OF ANY NOTICE BY TENANT
STATING THAT IT WISHES SUCH DISPUTE TO BE SO DETERMINED, LANDLORD AND TENANT
SHALL EACH GIVE NOTICE TO THE OTHER SETTING FORTH THE NAME AND ADDRESS OF AN
ARBITRATOR DESIGNATED BY THE PARTY GIVING SUCH NOTICE.
IF THE TWO ARBITRATORS
SHALL FAIL TO AGREE UPON THE DESIGNATION OF A THIRD ARBITRATOR WITHIN FIVE
(5) BUSINESS DAYS AFTER THE DESIGNATION OF THE SECOND ARBITRATOR THEN EITHER
PARTY MAY APPLY TO THE AAA IN NEW YORK CITY (OR ANY SUCCESSOR THERETO) FOR THE
DESIGNATION OF SUCH ARBITRATOR AND IF HE OR SHE IS UNABLE OR REFUSES TO ACT
WITHIN SEVEN (7) BUSINESS DAYS, THEN EITHER PARTY MAY APPLY TO THE SUPREME COURT
IN NEW YORK COUNTY, NEW YORK (OR TO ANY OTHER COURT HAVING JURISDICTION AND
EXERCISING FUNCTIONS SIMILAR TO THOSE NOW EXERCISED BY SAID COURT) FOR THE
DESIGNATION OF SUCH ARBITRATOR.
THE THREE ARBITRATORS SHALL CONDUCT SUCH
HEARINGS AS THEY DEEM APPROPRIATE, MAKING THEIR DETERMINATION IN WRITING AND
GIVING NOTICE TO LANDLORD AND TENANT OF THEIR DETERMINATION AS SOON AS
PRACTICABLE, AND IF POSSIBLE, WITHIN FIVE (5) BUSINESS DAYS AFTER THE
DESIGNATION OF THE THIRD ARBITRATOR; THE CONCURRENCE OF OR, IN THE EVENT NO TWO
OF THE ARBITRATORS SHALL RENDER A CONCURRING DETERMINATION, THEN THE
DETERMINATION OF THE THIRD ARBITRATOR DESIGNATED, SHALL BE BINDING UPON LANDLORD
AND TENANT.
LANDLORD AND TENANT HEREBY (I) AGREE THAT ANY DECISION RENDERED IN
ANY ARBITRATION HELD PURSUANT TO THIS SECTION 35.07(B) SHALL BE FINAL AND
BINDING UPON LANDLORD AND TENANT, WHETHER OR NOT A JUDGMENT SHALL BE ENTERED IN
ANY COURT, AND (II) CONSENT TO THE ENTRY OF ANY SUCH ORDER