AMENDMENTS OR TERMINATIONS OF ANY REA IN EXISTENCE AS OF THE
EFFECTIVE DATE (COLLECTIVELY, AN "REA CHANGE") WITHOUT THE PRIOR WRITTEN CONSENT
OF THE OTHER PARTY IN EACH INSTANCE, WHICH
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CONSENT SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED; PROVIDED,
HOWEVER, WITH RESPECT TO THE DEVELOPMENT OF PREVIOUSLY SUBDIVIDED OUTLOTS OWNED
BY TENANT THAT ARE NOT PART OF THE PREMISES, TENANT SHALL HAVE THE RIGHT TO
CONSENT TO SUCH OUTLOT DEVELOPMENT ON BEHALF OF LANDLORD UNDER ANY REA (OR
LANDLORD SHALL EXECUTE A CONSENT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO LANDLORD, UPON THE REASONABLE REQUEST OF TENANT) SO LONG AS TENANT REPRESENTS
TO LANDLORD THAT SUCH DEVELOPMENT DOES NOT MATERIALLY AND ADVERSELY AFFECT THE
USE OR OPERATION OF OR ACCESS TO OR FROM THE APPLICABLE PROPERTY LOCATION AND
THE DEVELOPMENT WILL NOT (A) CAUSE ANY PORTION OF SUCH PROPERTY LOCATION TO BE
IN VIOLATION OF ANY LEGAL REQUIREMENTS, (B) CREATE ANY LIENS ON SUCH PROPERTY
LOCATION, OR (C) VIOLATE THE TERMS OF ANY DOCUMENT OR INSTRUMENT OF RECORD
ENCUMBERING SUCH PROPERTY LOCATION, INCLUDING WITHOUT LIMITATION, ANY REA. IN
ANY INSTANCE IN WHICH A PARTY REQUESTS THE CONSENT OF THE OTHER PARTY TO AN REA
CHANGE, THE OTHER PARTY SHALL RESPOND TO SUCH REQUEST WITHIN TWENTY (20) DAYS;
PROVIDED, THAT IF THERE IS NO RESPONSE WITHIN SAID TWENTY (20) DAY PERIOD,
CONSENT SHALL BE DEEMED TO HAVE BEEN GIVEN UPON THE EXPIRATION OF SAID TWENTY
(20) DAY PERIOD. LANDLORD AGREES THAT TENANT SHALL ENJOY THE ACCESS, PARKING,
EASEMENT AND RIGHT TO RECEIVE SERVICES AND BENEFITS THAT INURE TO LANDLORD UNDER
ALL REAS, CONCERNING SUCH ACCESS, PARKING, EASEMENT RIGHTS OR THE RIGHT TO
RECEIVE SERVICES THEREUNDER. LANDLORD HEREBY GRANTS UNTO TENANT THE RIGHTS OF
ENFORCEMENT AND AUDIT WITH RESPECT TO ALL OF THE REAS ON LANDLORD'S BEHALF, AT
TENANT'S SOLE COST AND EXPENSE. IF TENANT CURES A DEFAULT OR ENFORCES
PERFORMANCE BY THE OTHER OWNER OR OTHER PARTY TO AN REA IN ACCORDANCE WITH AN
REA AND IN DOING SO SPENDS MONEY, OR IF AT THE TIME IN QUESTION TENANT IS
PERFORMING THE COMMON AREA MAINTENANCE UNDER THAT REA AND THE ADJACENT OWNER OR
OTHER PARTY FAILS TO PAY ITS SHARE OF EXPENSES, LANDLORD GRANTS TENANT, TO THE
EXTENT GRANTED UNDER THE REA, THE RIGHT TO COLLECT REIMBURSEMENT FROM THE
ADJACENT OWNER OR THE OTHER PARTY TO SAID REA, PROVIDED THAT LANDLORD SHALL HAVE
NO LIABILITY TO TENANT WITH RESPECT TO ANY AMOUNTS PAID OR COSTS INCURRED BY
TENANT. LANDLORD AGREES THAT, UPON TENANT'S REQUEST AND AT TENANT'S SOLE COST
AND EXPENSE, LANDLORD WILL ENFORCE THE TERMS OF ANY REAS FOR THE BENEFIT OF
TENANT. EXCEPT TO THE EXTENT OF LANDLORD'S WILLFUL WRONGFUL ACTS OR GROSS
NEGLIGENCE (PROVIDED THAT THE TERM "GROSS NEGLIGENCE" USED IN THIS SECTION SHALL
NOT INCLUDE GROSS NEGLIGENCE IMPUTED AS A MATTER OF LAW TO ANY OF THE LANDLORD
INDEMNIFIED PARTIES SOLELY BY REASON OF LANDLORD'S INTEREST IN ANY PROPERTY
LOCATION OR TENANT'S FAILURE TO ACT IN RESPECT OF MATTERS WHICH ARE OR WERE THE